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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
 
FORM
10-K
 
(Mark
One)
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
for
the Annual period ended March 31, 2024
 
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
for
the transition period from ___________ to__________
 
Commission
file number 333-226515
 
GPODS,
INC.
(Exact
name of registrant as specified in its charter)
 


nevada
 
82-1608504

(State
                                            or other jurisdiction of
incorporation
    or organization)
 
(I.R.S.
                                            Employer
Identification
    No.)

 


1035
    East Vista Way, Vista California
 
92084

(Address
    of principal executive offices)
 
(Zip
    Code)

 


Registrant’s
    telephone number, including area code: (760) 681-6665

 

N/A

(Former
    name, former address and former fiscal year, if changed since last report)

 

Copies
    of communications to:

 
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
 
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
 
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
 
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
 
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒
 
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Yes ☒ No ☐
 
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
 


Large
    accelerated filer 
☐
Accelerated
    filer 
☐

Non-accelerated
    filer 
☐
    (Do not check if a smaller reporting company) 
Smaller
    reporting company
☒

Emerging
    Growth Company
☒
 
 

 
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐
 
Indicate
by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒
 
The
aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last business day
of the registrant’s most recently completed second fiscal quarter was none.
 
The
number of shares of the registrant’s common stock outstanding as of April 26, 2024 was 16,270,500 shares.
 
Documents
incorporated by reference: None
 

 
 

 
 

 
GPODS,
INC.
 
INDEX
TO ANNUAL REPORT ON FORM 10-K
 


PART
    I

ITEM
    1.
BUSINESS
4

ITEM
    1A.
RISK
    FACTORS
10

ITEM
    1B.
UNRESOLVED
    STAFF COMMENTS
20

ITEM
    2.
PROPERTIES
21

ITEM
    3.
LEGAL
    PROCEEDINGS
21

ITEM
    4.
MINE
    SAFETY DISCLOSURES
21

 
 
 

PART
    II

ITEM
    5.
MARKET
    FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
21

ITEM
    6.
SELECTED
    FINANCIAL DATA
22

ITEM
    7.
MANAGEMENT’S
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
22

ITEM
    7A.
QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
32

ITEM
    8.
FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA
32

ITEM
    9.
CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
33

ITEM
    9A.
CONTROLS
    AND PROCEDURES
33

ITEM
    9B.
OTHER
    INFORMATION
34

 
 
 

PART
    III

ITEM
    10.
DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
34

ITEM
    11.
EXECUTIVE
    COMPENSATION
37

ITEM
    12.
SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
38

ITEM
    13.
CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
43

ITEM
    14.
PRINCIPAL
    ACCOUNTANT FEES AND SERVICES
44

 
 
 

PART
    IV

ITEM
    15.
EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES
45

 
 
 

 
SIGNATURES
46

 
CERTIFICATIONS
 

 

2
 

 
Part
I
 
FORWARD-LOOKING
STATEMENTS
 
This
Annual Report on Form 10-K (“Report”) contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections.
We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,”
“foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements.
These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of
which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted.
These risks and uncertainties include the following:
 


 
●
the
    risks and other factors described under the caption “Risk Factors” under Item 1A of this Report on Form 10-K;

 
●
our
    future operating results;

 
●
our
    business prospects;

 
●
any
    contractual arrangements and relationships with third parties;

 
●
the
    dependence of our future success on the general economy;

 
●
any
    possible financings; and

 
●
the
    adequacy of our cash resources and working capital.

 
Because
the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking
statements made by us, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time,
and their emergence is impossible for us to predict. In addition, we cannot assess the impact of each factor on our business or the extent
to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements.
 

3
 

 
This
Report should be read completely and with the understanding that actual future results may be materially different from what we expect.
The forward-looking statements included in this Report are made as of the date of this Report and should be evaluated with consideration
of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change
in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events
or otherwise.
 
Except
as otherwise indicated by the context, references in this report to “Company”, “GPods”, “we”, “us”
and “our” are references to GPODS, INC. All references to “USD” or United States Dollar refer to the legal currency
of the United States of America.
 
ITEM
1. BUSINESS
 
We
were incorporated under the laws of the State of Nevada on March 27, 2017, at which time we acquired a business plan, various pieces
of information technology, furniture and other office equipment, as well as industry resource materials and business relationships from
our founder and CEO, Mr. Dolan. As of April 26, 2024, we had three employees, Mr. Dolan and two other individuals. For fiscal year 2024,
Mr. Dolan will continue to devote at least 25 - 30 hours a week to us but may increase the number of hours as necessary.
 
The
Company issued 6,000,000 shares of its common stock to Mr. Dolan at inception in exchange for organizational services. Following our
formation, we issued an additional 4,000,000 shares of our common stock to Mr. Dolan, in exchange for a business plan, office furniture,
design equipment, computing equipment along with other related industry materials that he developed.
 
As
a commercial organic grower, Mr. Dolan was the third employee with Fortuna Organics in Fallbrook, California (located outside of San
Diego). Mr. Dolan experienced a significant amount of rudimentary development in indoor organic farming. The first GPod developed with
which Mr. Dolan participated in was to support growing in all season, the year-round ability to grow organic produce. This became a completely
new approach to organic growing. The green houses moved food production from the lower latitudes (as evidenced in the southern United
States), to higher latitudes. While green houses had inherent problems, different light cycle per season of the year, GPods allows the
grower to grow year-round. This empowers the grower to control ‘Organic Requirements’, a major concern in the organic growing
industry. Never before had the growing industry needed to consider demand for organic produce and its extreme popularity
 
Another
progressive development Mr. Dolan was involved in was integrating new types of growing processes from drip irrigation and root immersion.
Mr. Dolan first visualized the idea of the GPod while working with Fortuna organics. Mr. Dolan’ professional experience has provided
him with keen insight into what the indoor grower needs to be successful. Through experimentation and multiple manufacturing trial and
errors, Mr. Dolan established the importance of simplicity and automation in the growing process.
 
This
we believe is a vital aspect of what will be the GPods experience. Mr. Dolan will maximize his professional expertise in organic farming
industry providing a background for GPods product offerings to transform the green house. Mr. Dolan believes the GPod solution is a revolutionary
growing environment that will add benefits to the local community by creating alternative food sources to urban neighborhoods.
 
We
are a development stage company and have no specific financial resources. We have not established or attempted to establish a source
of equity or debt financing. Our independent registered public accounting firm has included an explanatory paragraph in their report
emphasizing the uncertainty of our ability to remain a going concern. We are in the early stages of executing our business plan. We still
have a significant amount of work that needs to be completed and funds that need to be raised in order to compete within this sophisticated
consumer market. To date, we have not developed any finished product or services and cannot predict when a finished product or services
will be developed or externally acquired. We believe that we have an advantage with our founder, and CEO and his industry relationships
and the solicitation of their help with growing our business model.
 

4
 

 
As
of March 31, 2024, we had limited assets which consisted of; cash and cash equivalents of $1,708, prepaid expense of $0, software development
costs of $105,600 and tangible assets directly related to our prototype of $0. In order to fund the development of our business and our
working capital needs for the next 12 months, we will attempt to secure funding from the sale of additional common stock (or preferred
stock if necessary), from shareholder, related party and non-related party loans, or from strategic joint ventures or partners. Furthermore,
in order to implement the foregoing plan of operations, we anticipate that we will need to secure additional financing of between $200,000
and $250,000 during the next twelve months. If we are unsuccessful in securing the additional financing, we may not be able to proceed
with execution of our business plan.
 
Based
on the exact nature of our business and expected level of competition, we anticipate continuing to incur operating losses into the foreseeable
future. Because we currently do not have a fully developed and ready for market environmentally-friendly, cost-efficient optimized grow
system, and our resources are severely limited, we cannot predict if and when we will generate revenues or whether we will become a viable
and sustainable business operations. Accordingly, due to our lack of assets, significant operations and for the foreseeable future the
ability to generate revenues, our auditors have stated in their opinion that there currently exists substantial doubt about our ability
to continue as a going concern.
 
General
Overview
 
There
is no way of accurately predicting when product development will progress to the point of generating any revenue. The timing of business
development is a function of having sufficient working capital. There is no way of knowing when or if we will be able to raise the necessary
funds. If we do, fully developed product offerings could be ready within three to six months following when the necessary funds have
been secured. If we do not raise sufficient financing, revenue producing activities of any kind will most likely not commence until at
least 18 months, if ever.
 
We
are building a company that provides indoor self-contained organic growing modules. We are developing an interactive website that provides
customization using our extensive interchangeable modules. Our optimized growing system will enable the consumer to create custom a variety
of growing environments that meet the grower’s specific needs.
 
Our
intended optimized growing system focused website, ecommerce system and manufacturing facilities outline a three-step method for providing
users with what we believe to be a comprehensive approach to provide a turnkey growing environment. We believe this approach will provide
an experience in home gardening that will become the new way to empower the urban dwell with a sense of satisfaction from bountiful output
and will be valued by both the grower and their family and friends. We believe this acceptance in the urban city will provide rapid growth
and popularity. We will create a system that easy to use and promotes creativity. This approach will additionally help us in creating
long-lasting return customer relationships.
 
Our
business operations will be comprised of two segments: a) an optimized growing system website for micro-farming consumers; and b) integration
services for the optimized grow system along with direct sales through retail outlets. The optimized growing system, website, ecommerce
solution and back-office framework were developed with the assistance of an established business website firm. The Company developed
its initial design of the growing system through the efforts of its founder and CEO, and the design firm with which the Company has been
working with for years on an as “needed basis”.
 
The
optimized growing system that the Company has developed through the direct assistance of a design and manufacturing facility (since early
2014) and the efforts of our founder, Mr. Dolan. The Company intends to seek the assistance of outside sales and marketing consultants
to develop a professional sales and marketing strategy to capitalize on our product designs. We will seek to staff a management team
(besides Mr. Dolan) with the technical skills necessary in hydroponic horticulture technology, design engineering with a strong emphasis
on simplicity and functionality. We intend to with further financing create and staff an in-house development group, which we believe
will develop new generations of the optimized growing system that GPods and services of a similar nature to our business development
in self-contained indoor organic gardening.
 
While
the raw materials or components that we use are slightly more expensive, quality and consistency is assured. We believe that the current
materials and components that we use in our designs is worth the extra cost to us. The average user or customer we believe will seek
out a product that has this same quality and consistency and willing to pay more for it; part of our competitive advantage. We currently
source our raw materials and components from a number of suppliers. These raw materials or components are widely available and have no
geographic or international limitations on their availability. We do not believe that we will have any issues with obtaining these raw
materials or components from suppliers or the availability of raw materials or components needed for our optimized growing system.
 

5
 

 
Our
plan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our environmentally optimized
growing system business(s) or services (complimentary to the grow system) to meet our obligations on a timely basis. The Company has
not yet acquired or internally fully developed any services. We may not be able to acquire or internally develop any services in the
future because of a lack of available funds or financing to do so. In order for us to develop or acquire any services, we must be able
to secure the necessary financing, beyond just the proceeds of our completed public offering. In the early stages of our operations,
we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined will be in excess of $250,000.
We have no established current sources of funds to buildout the business plan as outlined. Until we obtain sufficient and further funding,
we will keep our operating costs as low as possible with our founder, and CEO providing substantially all of the work on his own without
any payment of cash compensation. This methodology would result in our development stage extending for at least two to three years or
even more.
 
We
believe that our environmentally optimized growing system division (once developed, if at all) may generate revenues earlier than direct
sales (once developed, if at all). If we are unable to obtain adequate funding or financing, the Company faces the ultimate likelihood
of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the Company’s
growth.
 
Industry
Overview
 
Urban
dwellers are challenged for the lack of growing space, many aspire to grow their own organic food but have no dirt or space to do so,
and many of these individuals have garages that could provide them with the space they would need to grow via the GPod. The GPod, or
closed growth system, is not a new idea, NASA for example has been developing similar modules since the 1950’s. Thus, taking advantage
of an underutilized garage space combined with the flexibility of the GPod growing system, we believe that we will empower urban dwellers
to grow their own food without having to move from the city. Daily ad-hoc shoppers are dependent on grocery stores, eventually discovering
farmer’s markets, meeting people similar to themselves who were growing and selling or bartering their own produce. The GPod optimized
growing system can provide healthy food at a reasonable cost and availability, a healthy alternative.
 
The
indoor growing trend first came about as a result of people moving to non-conducive growing latitudes, such as the upper mid-west. These
people of the north still needed fresh organic produce year-round, so they had to ship in produce half the year or create indoor growing
facilities (green-houses). They developed some of the most successful green houses in the world; these greenhouses controlled all the
necessary factors to grow plants such as; temperature, humidity, nutrient feeding and various other plant needs. The one factor they
could not control was light that would provide year-round growth. As a result of years of development, the indoor growing industry developed
high intensity lighting that plants need to flower and produce fruit. Urban residents with little or no space, often limited by Home
Owner Associations, are looking for ways to enjoy the art of organic growing, the GPods system enables the urban grower to grow within
the confines of his or her garage. GPods are an indoor, self-sustained, closed growing environment, they can grow year-round regardless
of the temperature or season. Some urban dwellers, who have the space to grow, sometimes lack the time and fortitude to embark on the
complex building of their own outdoor garden, GPods are a turnkey solution. The person who has the love for growing but lacks the time
to build or do the research necessary to build a successful self-contained growing environment can begin immediately via the GPod.
 
Although
outdoor gardens facilitate the growing of vegetables and herbs they have inherent challenges, challenges that the GPod will greatly reduce.
The greatest challenge is the ability to grow year-round, GPods high intensity lighting allows for year-round growing. Secondly, the
GPod provides complete control of the growing environment, thus qualifying as a recognized “Organic” grow. Based on the growth
of the famers markets in the United States, we believe that the demographic of customers of the GPod growing environment to be at a scale
that will allow GPods to sell in high volume at a low price point.
 
Growing
organically the GPod way is the consumer’s path to control over their intake, an attempt to make the foods you serve for your family
free of the things they don’t need. It’s argued that organic gardens are impractical, expensive and somewhat strange. Nothing
could be further from the truth. It is the way our great grandparents gardened, just inside a controlled environment, without the chemical
pesticides and synthetic fertilizers.
 

6
 

 
Competitive
Focus
 
We
expect to encounter strong competition in all areas of our business activity. We intend to compete on the basis of technology, performance,
price, quality, reliability, reputation, distribution, range of products and services, ease of use of our products, account relationships,
user training, service and support, security, availability of applications and internet infrastructure offerings, and our sustainability
performance.
 
The
markets for our key business are characterized by strong competition among major corporations with long-established positions and a large
number of new and rapidly growing businesses which we will compete with. In this market most product life cycles are short, and to remain
competitive we must develop new products and services, periodically enhance our products and services and compete effectively on the
basis of the above various factors. In addition, we may compete with our potential partners, including other grow-system businesses that
design, manufacture and market their products. Our successful management of these competitive relationships will be critical to our success.
Moreover, we anticipate that we may have to adjust our prices on our products and services to stay competitive in this market.
 
We
believe the following will assist us in exploiting the expected growth in the environmentally optimized integrated portable grow system
market which is ideal for growing high quality specialty crops and many varieties of herbs and other plant life with controlled indoor
organic gardening:
 


 
1.
Scalability.
    We believe our state of-the-art, environmentally optimized grow system and its varied support by unique GPod design and services
    will become scalable, a solution designed to serve the underserved, fragmented horticulture and micro-farming market and sophisticated
    urban gardener.

 
2.
“Sticky”
    Relationship. Our business model will provide a solution that is designed to act as an incentive to keep the consumer engaged
    with our state of-the-art, environmentally optimized grow system and support services using current and future GPod modules.

 
3.
Expertise
    in Indoor Gardening. Our founder has extensive experience in organic growing which comes from his vast experience in the commercial
    growing industry. We will seek to capitalize on that expertise.

 
4.
Speed
    to Implementation. We believe that a fully-developed environmentally optimized grow system and well thought-out vertical
    GPod product line, in combination with our manufacturing and distribution system, will provide immediate insight into the
    usage (and behavior) of our consumer and their micro-farming output and customers’ unique growing needs.

 
Growth
Strategy
 
Key
elements of our growth strategy shall include:
 


 
1.
Core
    Products. We plan to enhance our core products through user interface and functionality with our optimized growing system as
    well as interchangeable modules for different growing requirements, with new offerings as soon as reasonably practicable.

 
2.
Focus.
    We intend to organically grow market penetration by: (a) securing contracts with organic wholesalers in various markets, (b) exploiting
    social networks, (c) leveraging development opportunities, and (d) adding solutions to professionals in the market.

 
3.
Strategic
    Alliances. We plan to team with other businesses that have complementary features to our products, when fully developed, thereby
    reducing our development cost and introducing us to consumers and end-users.

 
4.
International
    Expansion. We intend to expand internationally through partnerships and alliances.

 

7
 

 
Business
Objectives
 
Our
objective is to become a provider of self-contained organic grow modules. We are pursuing the following strategies to achieve this goal:
 


 
a)
Initiating
    website development and ecommerce function, identifying complimentary product offerings, promoting, and advertising through social
    media campaigns;

 
b)
Create
    a national media presence through social media – We will seek to create and enhance a national awareness and aggressively market
    our products through social media outlets;

 
c)
Identify
    and develop strategic relations with our Manufacturing partners – utilize partners, high volume distribution facility to create
    highly efficient low-cost production model; and

 
d)
High
    functioning, and esthetically pleasing grow modules will contribute to growers’ overall productivity and sense of well-being.
    GPods can convey a sense of self-reliance for the basic needs of life. We will provide a comprehensive selection of modules that
    can be food oriented or yield based to meet the expectations of each individual organic grower. Every Urban grower may not have the
    means to grow, but with the help of GPods they can grow year-round.

 
GPod
products can transform any garage space into a productive space for the family to enjoy, not just the farmer. We believe that friends
visiting the garage fitted with a GPods products will instantly be won over.
 
This
Report includes limited market and industry data and forecasts that we obtained from internal research, publicly available information
and industry publications and surveys. The industry in which we operate is subject to a high degree of uncertainty and risk due to a
variety of factors, including those described in the section above entitled “Risk Factors”.
 
It
is our plan to seek additional financing from either equity financing or through debt instruments. These efforts will most likely occur
now that our direct public offering is complete and the aggregate proceeds have been received. Our management has, through relationships
and partnerships, begun the necessary work on some of our intended products. Our founder and CEO has primarily provided these services
through the date of this Report. Our business plan requires further completion of these tasks which require the hiring of employees and/or
outside contractors. With the level of sophistication and expertise of our founder and CEO, as well as other various professionals that
he knows, the Company should make progress in its development planned product, but currently no specific timeframe can be provided. Most
if not all of these actions will be predicated on the Company obtaining the necessary financing to accomplish these steps. If financing
is not available on terms reasonable to the Company and its shareholders, then the progression steps of this business plan will not occur
as planned and may never occur.
 
We
currently have no sources of financing and no commitments for financing. There are no assurances that we will obtain sufficient financing
or the necessary resources to enter into contractual agreements with outside designers or sales/marketing firms. We currently do not
have any cash or other resources to commence the use of outside service providers. If we do not receive any funding or financing, our
business is likely to be maintained with limited operations for at least the next 12 months because our founder and CEO will continue
to provide his services without consideration. We have no formal agreement in place with our founder and CEO covering his services, our
founder’s and CEO’s plan will be to do all of the administrative and planning work as well as programming and marketing work
on his own without consideration while he continues to seek other sources of funding for the Company.
 
Intellectual
Property
 
We
currently have no patents or trademarks. We intend to file a United States federal trademark registration for “GPODS, INC.,”
“The GPod Solution,” and various other marks. We currently have registered www.gpodsinc.com and www.gpods.biz
domain names. We consider our trademarks and other intellectual property rights to be important to our branding strategy and business
success. Each state has its own laws regarding registration of a trademark, including the requirements for keeping the registration valid.
Although these laws are similar in many respects, variations exist regarding the time period for renewing the registration. For example,
a trademark registered in California is valid for only five years and is renewable for successive five-year periods.
 
Although
not required to validate a trademark, federal registration does provide additional benefits for the trademark owner. Included in these
benefits are the right to use the symbol “®” and the right to file a trademark infringement lawsuit in federal court.
To maintain these benefits, the owner of a federally registered trademark must make additional periodic filings to keep the registration
valid. The first filing must be made between the fifth and sixth years after the trademark’s registration date and is called a
“declaration of use” or “section 8 filing.” This informs the USPTO that the trademark is still in use. The second
filing is made between the ninth and 10th years after the trademark’s registration date and includes another declaration of use
along with an application for renewal. The third and subsequent filings will also include a declaration of use and application for renewal
and must be done between the ninth and 10th year anniversary after the last filing. We have not registered our trademark.
 

8
 

 
Failing
to file the required renewal applications for a registered trademark will result in the registration being cancelled, but as long as
the trademark is still in use, the owner’s common law trademark rights are still valid, and a new registration application can
be filed. Even common law trademark rights become invalid if the owner has abandoned use of the trademark. Non-use of a trademark for
three consecutive years is generally considered proof that the owner has abandoned the trademark. We have continued to use our trademark
and intend on re-registering and applying for all applicable protections available under the law along with the right to transfer.
 
Government
Regulation and Industry Standards
 
While
there is no governmental regulation relating to the sale of growing equipment or soil and nutrients that we may sell in connection with
our GPod solution, there may be laws and regulations governing the cultivation and sale of certain horticulture products that may be
grown with the systems. We may be subject to various federal, state, provincial and local laws and regulations, compliance with which
will increase our operating costs, limit or restrict the product and services that we intent to provide or the methods by which we intend
to offer and how we sell those products and services. Noncompliance with these laws and regulations can subject us to fines or various
forms of civil or criminal prosecution, any of which could have a material adverse effect on our reputation, business, financial position,
results of operations and future cash flows.
 
Employees
 
As
of April 26, 2024, we had three employees, one of which is our founder and CEO, Mr. Dolan. During calendar year ended December 31, 2023
(dependent on our financing and available working capital), Mr. Dolan devoted at least 30 hours a week to us. Mr. Dolan is allowed to
devote his time to our Company as he is not limited or restricted from being involved with us by his other business operations. Mr. Dolan
currently has no agreement with the Company which provides for cash payment of his services. We may be limited in seeking the employment
of others to assist in our operations. Our founder and CEO’s current plan is to provide all administrative and planning work for
our product and marketing efforts on his own without any cash compensation while he seeks other sources of funding for the Company and
its business plan. We have a good relationship with our employees.
 
The
Company’s other two employees work on a part time basis and as needed for specific projects. Their function is to assist Mr. Dolan
with operations as well as administrative functions that are necessary to run the business. Mr. Dolan has initially been compensated
through the issuance of common stock in the Company and will continue to defer payment for his services for the near future. It is his
belief that these actions are in the best interest of the Company and prospective investors who may invest in the Company’s common
stock. We may in the future use other independent contractors and consultants to assist in many aspects of our business on an “as
needed” or per project basis pending adequate financial resources being available or their ability to defer payment for their services.
 
WHERE
YOU CAN GET ADDITIONAL INFORMATION
 
We
are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission
(the “SEC”). You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room,
located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.
 
We
are not currently required to deliver an annual report to our security holders and do not expect to do so for the foreseeable future.
 

9
 

 
ITEM
1A. RISK FACTORS
 
The
following risk factors should be considered in connection with an evaluation of our business as described in our Plan of Operations:
 
In
addition to other information in this Report, the following risk factors should be carefully considered in evaluating our business because
such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the
risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional
risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, result
of operations, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition
could be materially affected in an adverse manner. Under such circumstances, if and when a trading market for our securities is established,
the trading price of our securities could decline, and you may lose all or part of your investment.
 
THE
SECURITIES ISSUED BY THE COMPANY INVOLVE A HIGH DEGREE OF RISK AND, THEREFORE, SHOULD BE CONSIDERED EXTREMELY SPECULATIVE. THEY SHOULD
NOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE POSSIBILITY OF THE LOSS OF THE ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD READ
ALL OF THE COMPANY’S FILINGS, INCLUDING ALL EXHIBITS, AND CAREFULLY CONSIDER, AMONG OTHER FACTORS THE FOLLOWING RISK FACTORS.
 
You
should be aware that there are substantial risks to an investment in our common stock. Carefully consider these risk factors, along with
all of the other information included in this Report, before you decide to invest in shares of our common stock.
 
If
any of the following risk factors were to occur, our business, financial condition, results of operations or future prospects could be
materially adversely affected. If that happens, the market price for our common stock, if any, could decline, and prospective investors
would likely lose all or even part of their investment.
 
Risks
Related to the Business
 


1
    .
GPODS,
    INC. has virtually no financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating
    that there is substantial doubt about our ability to continue as a going concern.

 
GPODS,
INC. is an early-stage company and virtually no financial resources currently available to it. We had tangible assets of $107,308 and
$97,629 as of March 31, 2024 and March 31, 2023, respectively. We had a negative working capital balance of $1,681,820 and $1,417,280
as of March 31, 2024 and March 31, 2023, respectively. We had a stockholders’ deficit of $1,576,220 and $1,327,080 at March 31,
2024 and March 31, 2023, respectively. Our independent registered auditor included an explanatory paragraph in their opinion on our financial
statements as of and for the period ended March 31, 2024 that states that Company losses from operations raise substantial doubt about
its ability to continue as a going concern. We will require additional financing beyond the amount received from our 2019 public offering.
Financing sought may be in the form of equity or debt from sources yet to be identified. With the completion of the public offering,
we will seek additional financing to further pursue and execute on our business operations and expansion. No assurances can be given
that we will generate revenue (or any at all) or obtain the necessary working capital to continue as a going concern.
 
Our
current resources and source of working capital primarily consists of loans from several nonaffiliated parties who are business associates
of our founder. These nonaffiliated financial sources we believe to be sufficient to keep our business operations functioning for the
next six to 12 months. We do not have a formal agreement with our founder and CEO, nor with the nonaffiliated parties to fund our current
working capital needs; Mr. Dolan’s, current plan is to perform most of the Company’s operational needs on his own without
any cash compensation while he seeks additional sources of funding. This includes seeking to delay or defer payments to vendors and nonaffiliated
parties. Through the date of this Report, deferred payment has helped us with managing our working capital needs. The Company developed
much of its initial design of its environmentally optimized growing system through the efforts of Mr. Dolan. We currently spend between
$15,000 and $20,000 per month on operational expenses not directly related to our completed public offering. Our monthly expenditures
are primarily related to consulting services that we incur for design and manufacturing and software development. Each of these firms
expend approximately $6,000 to $7,000 per month in billable hours for services provided. To date we have not generated any revenues from
our business, and our expenses will continue to accrue or be deferred until sufficient financing is obtained to be able to pay for these
expenses. Additional financing may be obtained from our founder or others who are familiar with our founder and loan us the funds necessary
to pay for these expenses. Through this date we have received interest-free loans and deferred payment on services to fund our operations.
No assurances can be given that we will be able to continue fund our operations beyond a month-to-month basis.
 

10
 

 


2.
GPODS,
    INC. is and will continue to be completely dependent on the services of our founder, president, and CEO, Robert Dolan. The loss of
    whose services may cause our business operations to cease. We will need to retain qualified employees and outside consultants to
    further implement our business strategy.

 
Our
operations and business strategy are completely dependent upon the knowledge and business relationships of Mr. Dolan, our founder and
CEO. He is under no obligation to remain employed by us. If he should choose to leave us for any reason, or if he becomes ill and is
unable to work, our operations will likely fail. If we are able to find sufficient personnel, it is uncertain whether we will find someone
to develop and execute our business along the lines described in this Report and performed by our founder and CEO. We will certainly
fail without the services of Mr. Dolan or an appropriate replacement is found.
 
We
intend to purchase key-man life insurance on the life of Mr. Dolan naming the Company as the beneficiary when and if we obtain the financial
resources to do so and Mr. Dolan is insurable. We have not procured such insurance, and no guarantee is certain that we will be able
to obtain such key-man life insurance. Accordingly, it is important that we are able to attract, motivate and retain qualified employees
or outside contractors to further our business efforts and operations.
 


3.
Because
    we recently commenced business operations, we face a high risk of business failure.

 
We
were formed on March 27, 2017. Most of our efforts to date have been related to executing our business plan and expanding business operations.
Through March 31, 2024 we have had no revenues from operations. We face a high risk of business failure. The likelihood of success must
be considered in light of our expenses, complications and delays frequently encountered in connection with the establishment and expansion
of a business and the competitive market in which the Company operates. There can be no assurance that revenues from sales of our intended
product or services will occur or that they will be significant enough or we will be able to sell at a profit, if at all. Future revenues
or profits, if any, will depend on numerous factors, including, but not limited to, initial market acceptance and the successful implementation
of a sound market strategy.
 
The
Company has not yet fully developed product or services that are saleable and available to consumers. We may not be able develop any
product or services in the future because of a lack of funds or financing. In order for us to fully develop or acquire product or services,
we must secure financing beyond “the recently completed direct public offering”. In the early stage of our operations, we
have attempted to keep our costs at a minimum. The cost to develop product and services as currently outlined may well be in excess of
$250,000 which is beyond our current capital raise plans. We have no established source of funds to fully undertake our business and
expansion strategy as outlined. Until we obtain funding, if ever, we will keep our operating costs as low as possible with our founder,
and CEO providing most of the administrative and other operational functions on his own without any cash compensation. We currently use
the services of a technical design firm with whom we have been working with on an as “needed basis”. The technical design
firm provides its services on a deferment basis enabling us to not have to pay them immediately or even in the near term. We do not expect
to pay them in full or even partially for a period of time. This methodology could result in our optimized environmental grow-system
development extending beyond another two to three years. If we are unable to obtain adequate funding or financing, the Company faces
the likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing for our
growth.
 
The
Company’s future profitability, if any, could be materially and adversely impacted if our product or services were to experience
poor operating results. Our ability to achieve profitability will be dependent on the ability of our future product or services to generate
sufficient operating cash flow to fund future growth or acquisitions. There can be no assurance that our future results of operations
will be profitable or that our strategy will be successful or even begin to generate any revenues.
 

11
 

 


4.
We
    may not have or ever have the resources or ability to implement and manage our growth strategy.

 
Although
the Company expects to experience growth based on the ability to implement and execute our business strategy, significant operations
may never occur because the business plan may never be fully implemented because of the lack of funds in order to do so. If the Company’s
growth strategy is implemented, of which no assurances can be provided, a significant strain on our management, operating systems or
financial resources may be imposed. Failure by the Company’s management to manage this expected growth, if it occurs, or if unexpected
difficulties are encountered during this growth, could impose a material adverse impact on the Company’s results of operations
or financial condition.
 
The
Company’s ability to operate a profitable product or service line (if we are able to establish any product or service line at all)
will depend upon a number of factors, including: (i) identifying an appropriate and satisfactory sales channel; (ii) generating sufficient
funds from our then-existing operations or by obtaining third-party financing or additional capital to develop new products or develop
new services; (iii) the success or the Company’s management team along with our financial, accounting and internal control systems;
and (iv) staffing, training and retention of skilled personnel, if any at all. These factors are beyond the Company’s control and
may be adversely affected by the economy or actions taken by competing businesses. Moreover, potential product or services that may meet
the Company’s focus and other criteria for developing new product or services, if we are able to develop or acquire at all, are
believed to be limited. There can be no assurance that the Company will be able to execute and manage a growth strategy effectively or
at all.
 


5.
We
    may not be successful in hiring technical personnel because of the competitive market for qualified people.

 
The
Company’s future success depends largely on its ability to attract, hire, train and retain highly qualified personnel. Competition
for such personnel may be intense. There can be no assurance that the Company will be successful in attracting and retaining the specific
personnel it requires to conduct and expand its operations successfully or to differentiate us from our competitors. The Company’s
results of operations and growth prospects could be materially adversely affected if the Company were unable to attract, hire, train
and retain such qualified personnel.
 


6.
Our
    reliance on referrals from outside contacts to develop business may not be effective.

 
The
Company initially will rely on our founder and CEO, Mr. Dolan, for a majority of our business and believes that industry professionals
will be an important source of business referrals. However, as is typical within the industry, there are no contractual agreements with
consultants or outside reps who may represent our product and services in the marketplace. We currently have no contracts or agreements
in place with outside sales reps or industry professionals. No assurances can be given that using outside sales reps or industry professionals
will result in any meaningful numbers of sales leads or referrals.
 


7.
Fluctuations
    in our financial results make quarterly comparisons and financial forecasting difficult.

 
The
Company’s future or projected quarterly operating results may vary and reduced levels of earnings or continued losses may be experienced
in one or more quarters. Fluctuations in the Company’s quarterly operating results could result from a variety of factors, including
changes in revenues, size and timing of orders, changes in the mix of projects, the timing of new offerings by the Company or its competitors,
new office or facilities openings by the Company, changes in pricing policies by the Company or its competitors, market acceptance of
new and enhanced services offered by the Company or its competitors, changes in operating expenses, availability of qualified personnel,
disruption in sources of related product and services, the effect of potential acquisitions and industry and general economic factors.
The Company will have limited or no control over many of these factors. The Company’s expenses we believe will be based upon, in
part, on its expectation as to future or projected sales. If revenue levels are below expectations, operating results are likely to be
adversely affected by these revenue levels. Because of these fluctuations and uncertainties, our future operating results may fail to
meet the expectations of investors. If this happens, any trading price of our common stock could be materially adversely affected.
 


8.
There
    are significant potential conflicts of interest.

 
Our
management and employees will be required to commit substantial time to our business affairs and, accordingly, these individuals (particularly
our founder and CEO) may have one or more conflicts of interest in allocating professional time among business activities. In the course
of other business activities, certain key personnel (particularly our founder and CEO) may become aware of business opportunities which
may be appropriate for presentation to us, as well as other businesses with which they are affiliated. As such, there may be conflicts
of interest in determining to which entity a business opportunity should be presented to. We cannot provide any assurance that our efforts
to eliminate the potential impact of conflicts of interest will be effective.
 

12
 

 


9.
We
    will need to establish additional relationships with industry professionals to fully develop and market our company and its intended
    product or services.

 
We
do not possess all of the resources necessary to develop our product or services on a commercial scale. We will need to design a network
of third-parties that will be able to carry out our intended market penetration, as well as enhance our marketing and sales strategy
through appropriate arrangements with local industry professionals and consultants to design new product and services. If we are not
able to enlist the services of third-party vendors, or seek out consultants, our business will suffer.
 


10.
Following
    the effective date of our registration statement we are subject to periodic reporting requirements of Section 15(d) of the Exchange
    Act.

 
Following
the effective date of our registration statement we are required to file periodic reports with the Securities and Exchange Commission
pursuant to the Exchange Act. In order to comply with these requirements, our independent registered public accounting firm will review
our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will
review and assist in the preparation of such reports. The costs charged by professionals for such services cannot be accurately predicted
at this time. The number and type of financial transactions that we engage in and the complexity of our reports cannot be determined
at this time and will affect the amount of time spent by our auditors and attorneys. However, the incurrence of such costs will obviously
be an expense to our operations and thus have a negative effect on our ability to meet overhead requirements and earn a profit.
 
However,
for as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval
of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer
an “emerging growth company.”
 
If
we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose
confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
 


11.
Our
    internal controls may be inadequate, which may cause our financial reporting to be unreliable and lead to misinformation being disseminated.

 
Our
management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange
Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive
and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and procedures that:
 


 
●
pertain
    to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
    of the Company;

 
●
provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
    generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with
    authorizations of management and/or directors of the Company; and

 
●
provide
    reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s
    assets that could have a material effect on the financial statements.

 

13
 

 
Our
internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation
being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.
 
Failure
to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to
lose confidence in our reported financial information, either of which could have a material adverse effect on the Company’s business,
financial condition, results of operations and future prospects.
 
However,
our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to
Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act if we take advantage of the exemptions
available to us through the JOBS Act.
 


12.
The
    costs of being a public company could result in us being unable to continue as a going concern.

 
As
a public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits
and internal control. The costs of maintaining our public company reporting requirements could be significant and may preclude us from
seeking financing or equity investment on terms acceptable to us and our shareholders. We estimate these costs to be more than $100,000
per year and may well even be higher if our business volume or financial transactional activity increases significantly. Our current
estimate does not include necessary expenses associated with compliance, documentation and specific reporting requirements of Section
404 as we will not be subject to the full reporting requirements of Section 404 until we exceed $75 million in market capitalization
or we decide to opt-out of the “emerging growth company” as defined under the JOBS Act. This exemption is available to us
under the JOBS Act or until we have been public for more than five years.
 
If
our revenues are insufficient or non-existent, and/or we cannot satisfy these costs through the issuance of shares or debt, we may be
unable to satisfy these costs during the normal course of business. This would certainly result in our being unable to continue as a
going concern.
 


13.
Having
    only one director limits our ability to establish effective independent corporate governance procedures and increases the control
    of our founder, president, and CEO.

 
We
have only one director who serves as our sole officer. Accordingly, we cannot establish board committees comprised of independent members
to oversee such functions as compensation or audit issues. In addition, currently a vote of the board is decided in favor of the chairman
(who is our sole officer), which gives him complete control over all corporate issues.
 
Until
we have a larger board of directors that include independent members, if ever, there will be limited oversight of our CEO’s (and
founder’s) decisions and activities with little ability for minority shareholders to challenge or reverse such activities and decisions,
even if they are not in the best interests of minority shareholders.
 
Risks
Related to Our Common Stock
 


14.
The
    Company sold shares without an underwriter.

 
Shares
of common stock were offered on our behalf by Mr. Dolan, our founder and CEO, on a best-efforts basis. No broker-dealer was retained
and no broker-dealer was under any obligation to purchase any shares of common stock. The sale of a small number of shares increases
the likelihood that no market will ever develop for our common stock.
 

14
 

 


15.
A
    limited number of investors purchased shares of our common stock; they may lose their entire investment without us being even able
    to develop a market for our shares.

 
A
small number of shares were sold by the Company (7,500,000) to 61 investors, even with this number of individual investors we will be
unable to attempt to create a public market of any kind. In such an event, it is likely that the investors’ entire investment in
our common stock may be lost. Recently a number of our investor’s shares were reacquired by the Company through an arms-length
transaction at $0.01 per share. A total of 45 investors accepted the offer by the Company to acquire their 1,300,000 shares of common
stock. The Company will have paid for these shares through the remittance of funds to each shareholder as those funds are available.
A shareholder payable of $13,000 was recorded on the books as of September 30, 2020. As of January 4, 2024 approximately 43 of the 45
investors have received payment from the Company. The two remaining investors have agreed to wait until sufficient funds are available.
 


16.
The
    offering price of our common stock was determined arbitrarily.

 
Our
offering price was not determined by an independent financial evaluation, market mechanism or by our auditors, and was, therefore, to
a large extent arbitrary. Our PCAOB-registered public accounting firm has not reviewed management’s valuation and, accordingly
expresses no opinion as to the fairness of the offering price. As a result, the price of our direct public offering may not reflect the
value perceived by the market. There can be no assurance that the common stock offered hereby is worth the price for which it was offered,
and investors may, therefore, lose a portion of, or their entire, investment.
 


17.
Shareholders
    may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares.

 
We
do not have a committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to
satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock.
Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (90,000,000)
shares but unissued (73,729,500) shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital
by selling shares, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders,
further dilute common stock book value, and that dilution may be material.
 


18.
The
    aggregate proceeds of the direct public offering are not much more than the costs of the direct public offering, so the Company did
    not receive much of economic benefit from the completion of the direct public offering.

 
The
maximum aggregate proceeds of the direct public offering ($75,000) were more than the costs to complete the direct public offering ($35,000).
We initially estimated the offering costs; actual costs could have significantly higher through delays and other conditions that were
out of our control. Despite the successful completion of the direct public offering and cost controls put in place we received little
financial benefit from the completion of the direct public offering.
 


19.
The
    interests of shareholders may be hurt because we can issue shares to individuals or entities that support existing management with
    such issuances serving to enhance existing management’s ability to maintain control of our company.

 
Our
board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common
shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing
management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval
serves to enhance existing management’s ability to maintain control of the company.
 


20.
Our
    articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability.

 
Our
Articles of Incorporation at Article XI provide for indemnification as follows: “No director or officer of the corporation shall
be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer;
provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or
omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section
78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the corporation shall be prospective
only and shall not adversely affect any limitation of the personal liability of a director or officer of the corporation for acts or
omissions prior to such repeal or modification”.
 

15
 

 
We
have been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under federal
securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid
by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director,
officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled
by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to
this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors
is likely to materially reduce market and price for our shares, if such a market ever develops.
 


21.
Currently,
    there is no established public market for our securities, and there can be no assurances that any established public market will
    ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price
    fluctuations.

 
Prior
to the date of this Report, there has not been any established trading market for our common stock, and there is currently no established
public market whatsoever for our securities. While we have not contacted a market maker, we will need to contact a market maker to file
an application with FINRA on our behalf. This application is done in order to be able to quote the shares of common stock on the OTCBB
maintained by FINRA commencing only upon the effectiveness of our registration statement. Market maker selection will be made now that
our direct public offering is completed. There can be no assurance that a market maker’s application when filed will be accepted
by FINRA, and we cannot accurately estimate as to the period of time that the application will require. We are not permitted to file
such application on our behalf, this can only be done by a market maker who is a member of FINRA.
 
If
this application is accepted by FINRA, there can be no assurances as to whether:
 


 
(i)
any
    market for our shares will develop;

 
(ii)
the
    prices at which our common stock will trade; or

 
(iii)
the
    extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets
    generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

 
If
we are able to have our shares of common stock quoted on the OTCBB, we will then try, through a market maker and it’s clearing
firm, to become eligible with the Depository Trust Company (“DTC”) in order to permit our shares to trade electronically.
Generally, if an issuer is not “DTC-eligible,” its shares cannot be electronically transferred between brokerage accounts,
which, based on the current realities of the marketplace, means that shares of an issuer will not be traded. Technically the shares of
an issuer may be traded manually between accounts, but this takes days, sometimes weeks, and is not a realistic option for issuers. While
DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades if an issuers’ securities are going
to trade with any volume. There are no assurances that our shares of common stock will ever become DTC-eligible or, if they do how long
it will take to accomplish.
 
In
addition, our common stock is unlikely to be followed by financial analysts, and few institutions acting as market makers will act in
such capacity for our common stock. These factors could adversely affect the liquidity and trading price of the shares of our common
stock. Until the shares of our common stock are fully distributed, and an orderly market develops, if ever, the price at which it trades
is likely to fluctuate. Prices for the shares of our common stock will be determined by the marketplace and may be influenced by many
factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including
factors referred to elsewhere, investor perception of the Company and general economic and market conditions. No assurances can be provided
that an orderly or liquid market will ever develop for the shares of our common stock.
 

16
 

 
Because
of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these
securities. Purchasers of our securities should be aware that any market that develops will be subject to the penny stock regulations
and restrictions.
 


22.
Any
    market that develops will be subject to the penny stock regulations and restrictions pertaining to low priced stocks.

 
The
trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by
FINRA or the other over-the counter markets such as OTCQX, OTCQB or OTC-Pink Current Information trading platforms as maintained by OTCMarkets
Group, Inc. (the “OTC Market”). As a result, investors will find it difficult to dispose of, or to obtain accurate quotations
as to the price of, our securities.
 
Rule
3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security
that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited
number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately
foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.
 
For
any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s
account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting
forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in
penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make
a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge
and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
 
The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Securities and Exchange
Commission relating to the penny stock market, which, in highlight form, sets forth:
 


 
●
the
    basis on which the broker or dealer made the suitability determination; and

 
●
that
    the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 
Disclosure
also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions’
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks.
 
Because
of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures or may encounter
difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders
to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These
additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly
traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our
shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood,
find it difficult to sell their securities.
 


23.
The
    market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

 
Company
management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:
 


 
●
Control
    of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

 
●
Manipulation
    of prices through prearranged matching of purchases and sales and false and misleading press releases;

 

17
 

 


 
●
“Boiler
    room” practices involving high pressure sales tactics and unrealistic price projections by sales persons;

 
●
Excessive
    and undisclosed bid-ask differentials and markups by selling broker-dealers; and

 
●
Wholesale
    dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with
    the inevitable collapse of those prices with consequent investor losses.

 


24.
Any
    trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading
    absent compliance with individual state laws.

 
Currently
there is no established public market for the shares of our common stock, and there can be no assurance that any established public market
will develop in the foreseeable future. Transfer of shares of our common stock may also be restricted under the securities or securities
regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent
compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered
hereunder have not been registered for resale under the blue-sky laws of any state, the holders of such shares and persons who desire
to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky
law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions
prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale
in at least 11 states which do not offer manual exemptions (or may offer manual exemptions but may not offer one to us if we are considered
by them to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders.
Accordingly, investors should consider the secondary market for our securities to be a limited one.
 


25.
Our
    board of directors (consisting of one person, our founder and CEO) has the authority, without shareholder approval, to issue preferred
    stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely shareholder voting power
    and perpetuate their control over us.

 
Our
articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board
of directors has the authority to fix and determine the relative rights and preferences of the preferred stock. Our board of directors
has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result,
our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to
our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and
the right to redemption of the shares, together with a premium, prior to the redemption of the shares of our common stock.
 


26.
The
    ability of our founder and CEO to control our business may limit or eliminate minority shareholders’ ability to influence corporate
    affairs.

 
As
of the date of this report our founder and CEO beneficially owns 62 percent of our equity. Because of his beneficial ownership, our founder,
and CEO is in the unique position to elect the board of directors, decide on all matters requiring shareholder approval and determine
our policies. The interests of our founder and CEO may differ from the interests of other shareholders, such as with respect to the issuance
of new shares, business transactions with or a sale to other companies, selection of additional officers and directors and other significant
business decisions. Minority shareholders would have no way of overriding decisions made by our founder and CEO. This level of control
may have an adverse impact on the market value of the shares of our common stock because our founder and CEO may institute or undertake
transactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial community
or may sell sufficient numbers of shares to significantly decrease our price per share.
 

18
 

 


27.
A
    significant portion of our presently issued and outstanding common shares are restricted under Rule 144 of the Securities Act, as
    amended.

 
A
significant portion of our outstanding shares of common stock (10,000,000 of the 16,270,500 shares) are “restricted securities”
as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or
an exemption from registration, if available. Rule 144 provides in essence that a person who is not an affiliate and has held restricted
securities for a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months (as is the case
herein) if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his shares without volume limitation,
in brokerage transactions. Affiliates, however, may not sell shares in excess of one percent of the Company’s outstanding common
stock every three months. As a result of the revisions to Rule 144 (effective December 31, 2008) there is no limit on the number of restricted
securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least
90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A
sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of
present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.
 
All
10,000,000 issued and outstanding shares of the restricted securities are owned by our founder, and CEO, which consists of 6,000,000
and 4,000,000 shares issued for services and tangible and intangible assets which may be sold commencing one year from the date our direct
public offering was completed and we remain compliant with our public reporting requirements.
 


28.
We
    do not expect to pay cash dividends in the foreseeable future.

 
We
have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable
future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other
factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your
investment, if any, will depend solely on an increase, if any, in the market value of our common stock.
 


29.
We
    are an “emerging growth company” and cannot be certain whether the reduced disclosure requirements applicable to emerging
    growth companies will make our common stock less attractive to investors.

 
We
are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not “emerging growth companies” including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the
requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden
parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will
rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market
for our common stock and our stock price may be more volatile.
 
In
addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an
“emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will
comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with
new or revised accounting standards is irrevocable.
 


30.
Because
    we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have
    limited protection against interested director transactions, conflicts of interest and similar matters.

 
The
Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the Securities and Exchange Commission, the New York and
American Stock Exchanges and the NASDAQ Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating
to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and
apply to securities that are listed on those exchanges or the NASDAQ Stock Market. Because we are not presently required to comply with
many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with
such compliance any sooner than legally required, we have not yet adopted these measures even though we may be required in the future.
 

19
 

 
Because
none of our directors (currently one person) are independent directors, we do not have independent audit or compensation committees.
As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with
such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance
may leave our stockholders without protections against self-interested director transactions, conflicts of interest, if any, and similar
matters and investors may be reluctant to provide us with funds necessary to expand our operations.
 
We
intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find
it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide
for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted
in a series of rules and regulations by the Securities and Exchange Commission that increase responsibilities and liabilities of directors
and executive officers. The perceived increased personal risk associated with these recent changes may make it costlier or deter qualified
individuals from accepting these roles. Some of the corporate governance measures have been metered by the JOBS Act.
 


31.
You
    may have limited access to information regarding our business because our obligations to file periodic reports with the Securities
    and Exchange Commission could be automatically suspended under certain circumstances.

 
As
of the effective date of our registration statement we became subject to certain informational requirements of the Exchange Act, as amended
and are required to file periodic reports (i.e., annual, quarterly and material events) with the Securities and Exchange Commission which
will be immediately available to the public for inspection and copying. In the event during the year that our registration statement
became effective, these reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if we have less
than 300 shareholders and do not file a registration statement on Form 8-A (of which we have no current plans to file). If this occurs
after the year in which our registration statement became effective, we will no longer be obligated to file such periodic reports with
the Securities and Exchange Commission and access to our business information would then be even more restricted. After this we may be
required to deliver periodic reports to security holders as proscribed by the Exchange Act, as amended. However, we will not be required
to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report
their beneficial ownership of securities to the Securities and Exchange Commission pursuant to Section 16 of the Exchange Act. Previously,
a company with more than 500 shareholders of record and $10 million in assets had to register under the Exchange Act. However, the JOBS
Act raises the minimum shareholder threshold from 500 to either 2,000 persons or 500 persons who are not “accredited investors”
(or 2,000 persons in the case of banks and bank holding companies). The JOBS Act excludes securities received by employees pursuant to
employee stock incentive plans for purposes of calculating the shareholder threshold. This means that access to information regarding
our business and operations will be limited.
 
For
all of the foregoing reasons and others set forth herein, an investment in our securities and any market that may develop in our securities
in the future involves a high degree of risk and potential loss of your entire investment.
 
ITEM
1B. UNRESOLVED STAFF COMMENTS
 
None.
 

20
 

 
ITEM
2. PROPERTIES
 
Our
office and mailing address is 1035 East Vista Way, Vista, California 92084. This space is currently used by us and one other business
that Mr. Dolan operates from this location. The property from which we conduct our operations is rented by Mr. Dolan. Mr. Dolan does
not charge us and he pays for all the utilities and maintenance costs required by the facility. There is no written lease agreement and
we are under a month-month verbal agreement to use this facility at no cost from Mr. Dolan.
 
ITEM
3. LEGAL PROCEEDINGS
 
We
know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding
or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interests.
 
ITEM
4. MINE SAFETY DISCLOSURES
 
Not
applicable.
 
PART
II
 
ITEM
5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Market
for our Common Stock
 
Our
common stock is not listed on any established national stock exchange. While our common stock we believe will be quoted on the OTC-Pink
Sheet market system, there most likely will be a very limited public market for the shares of our common stock, with little to no trades
of our common stock that will take place in any given time. Any quotations reflect interdealer prices, without retail mark-up, mark-down
or commission, and may not represent actual transactions.
 
Shareholders
of Record
 
As
of April 26, 2024, an aggregate of 16,270,500 shares of our common stock were issued and outstanding and owned by 29 shareholders of record.
 
Recent
Sales of Unregistered Securities
 
None.
 
Repurchase
of Equity Securities
 
We
have no current plans, programs or other arrangements in regard to repurchases of our common stock beyond the one million three hundred
thousand shares of common stock that occurred in or around September 2020.
 
Dividends
 
We
have not since March 27, 2017 (date of inception) declared or paid any cash dividends on our common stock and currently do not anticipate
paying such cash dividends. We currently anticipate that we will retain all of our future earnings for use in the development and expansion
of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our
board of directors (the “Board” or the “Board of Directors”) and will depend upon our results of operations,
financial condition, tax laws and other factors as the Board, in its discretion, deems relevant.
 

21
 

 
Securities
Authorized for Issuance under Equity Compensation Plans
 
None.
 
Use
of Proceeds from the Sale of Registered Securities
 
None.
 
ITEM
6. SELECTED FINANCIAL DATA
 
Selected
financial data to our financial statements located elsewhere in this Annual Report on Form 10-K is not required for smaller reporting
companies under Article 8 Regulation S-X.
 
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Forward
looking statements: Statements about our future expectations are “forward-looking statements” and are not guarantees of future
performance. When used herein, the words “may,” “will,” “should,” “anticipate,” “believe,”
“appear,” “intend,” “plan,” “expect,” “estimate,” “approximate,”
and similar expressions are intended to identify such forward-looking statements. These statements involve risks and uncertainties inherent
in our business, including those set forth under the caption “Risk Factors,” in this Report, and are subject to change at
any time. Our actual results could differ materially from these forward-looking statements. This Annual Report on Form 10-K does not
have any statutory safe harbor for this forward-looking statement. We undertake no obligation to update publicly any forward-looking
statements.
 
Management’s
Discussion and Analysis should be read in conjunction with the financial statements included in this annual report on Form 10-K (the
“Financial Statements” or “Report”). These financial statements have been prepared in accordance with generally
accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein
and in the following management discussion and analysis are quoted in United States dollars.
 
The
following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the
Financial Statements and footnotes thereto appearing elsewhere in this Report.
 
The
Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms
of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this Report contains
certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s
other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations
and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those, described
in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results;
(b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the
ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments
through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.
 
Operations
 
We
were incorporated on March 27, 2017 and soon thereafter acquired our business plan from our founder and CEO, Mr. Robert Dolan. Most of
the activity through April 26, 2024 involved the execution of our business plan, business development, technical engineering and design
of the GPod grow-system and associated services, along with an emphasis on low-cost production of modular components and configurations,
and of course the preparation of the Company’s financial statements and other financial information as well as our corporate governance
efforts in anticipation of our completed direct public offering.
 

22
 

 
We
are a development stage business and have very limited financial resources. We have not established a source of equity or debt financing.
Our independent registered public accounting firm has included an explanatory paragraph in their report emphasizing the uncertainty of
our ability to remain as a going concern. An investor or financial statement reader should read our Risk Factors in full.
 
Our
plan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our business(s) or support
services to meet our obligations on a timely basis. The Company has not yet acquired or internally developed a ready for market product
or service utilizing our environmental growing system. We may not be able to acquire or internally develop any product or services in
the future because of a lack of available funds or financing to do so. In order for us to develop or acquire new products or services,
we must be able to secure financing, this includes beyond just the net proceeds of the completed direct public offering. In the early
stages of operations, we will continue to maintain or keep our costs to a minimum. The cost to develop the business plan as currently
outlined may very well be in excess of $250,000. We have no established source of funds to undertake the business plan as currently outlined.
Until we obtain the necessary funding, if ever, we will continue to keep our operating costs as low as possible. Our founder and CEO
will provide a substantial amount of the work without any cash compensation. This methodology would certainly result in extending our
development stage for at least two to five years. If we are unable to obtain adequate funding or financing, the Company faces the ultimate
likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for
the Company’s growth.
 
Business
 
There
is no way of accurately predicting when product development will progress to the point of generating any revenue. The timing of development
is a function of having sufficient working capital. There is no way of knowing when or if we will be able to raise the capital necessary.
If we do, services could be ready within three to six months following that the necessary funds have been secured by us. If we do not
raise sufficient financing, revenue producing activities of any kind will most likely not commence for at least 18 months, if ever.
 
We
are building a company that provides turn-key stand-alone grow modules intended to fit in a standard size garage. We are developing an
environmentally sound, cost-efficient optimized grow-system (“optimized growing system”) that provides customization of the
GPod layout with interchangeable modules to match the growers’ needs. Our optimized growing system will enable consumers to modify
and enhance their GPod layout to create custom environments with modifications such as thicker/thinner insulated walls, automated growing
systems (i.e. hydroponic and aeroponic based), environmental controls (heating/cooling/humidity/arid), flood trays, drip systems, and
lighting choices (LED, incandescent, infrared, ultraviolet, etc.). The user will have access to the latest technological advancements
and trends in the horticultural world, while staying well within the guidelines of organic growing as currently understood.
 
Our
optimized growing system will provide users with what we believe to be a comprehensive approach to custom organic gardening in the urban
environment. We believe this approach will provide an experience in organic gardening that will become the new way to capture would-be
home gardeners by providing a turnkey garage sized GPod. This ready-to-go system will offer an immediate sense of satisfaction from the
GPod gardener. The immediate ability to start growing your own vegetables with only a minimal effort by the gardener combined with the
net results of incredible organic fruits and vegetables will make the GPod provide the urban gardener self-sufficiency for their family
and friends. We believe this new concept in gardening using the GPod grow-system will provide maximum yield per square foot. We have
created a system that is easy to operate and is so simple that it promotes creativity. This approach will additionally help us in creating
long-lasting return customers and create new relationships.
 
Our
business operations will be comprised of two distinct segments:
 


 
a)
GPod
    sales of modular organic systems for micro-farming consumers; and

 
b)
Support
    services for the micro-farming consumer

 

23
 

 
We
developed our optimized growing system utilizing internal resources, our founder’s vast knowledge and assistance from a reputable
design and engineering firm with experience in project development like this. We have not yet formalized any relationships with manufacturers
of our product or ancillary components that we intend to use. The Company intends to seek the help of outside sales representatives and
marketing consultants to develop a professional sales and marketing strategy to capitalize on these technologies. We intend to pursue
this strategy with further financing and hire an in-house web design and support group. To date no commercial website or services have
been developed through these efforts. The Company believes our customers will primarily come from social media, SEO (search engine optimized)
advertising, word of mouth, trade shows and conventions.
 
With
a goal of building mobile farming systems that provide the customer’ the ability to meet their food needs. GPods has developed
an aeroponic system that cuts down on time, water-use, energy-use, and cost reduction, while boosting production and to promote healthier
foods. The vertical farming system allows the operator to grow up to three times more produce in a given area than conventional hydroponic
growing systems. This system is designed to reduce water usage by 50% compared to conventional hydroponic methods.
 
The
GPod system uses an innovative technology to grow a wide variety of plants, including vine plants, root plants, flowers, and greens.
The vertical aeroponic system – meaning plants are grown without soil by exposing roots to mineral nutrient spray solutions in
a water solvent – aims to reduce expenses associated with energy, water, space, and labor. While hydroponics technology is expected
to continue to dominate the market over the next few years, aeroponic and aquaponics systems are expected to show rapid growth due to
the lower water usage of the former and the rising adoption of the latter by small-scale systems due to cost benefits.
 
The
GPod vertical is comprised of one reservoir, one water pump, and multiple rows of 2-inch square holes to which the seedling inserts are
affixed. The spray of nutrient-rich water feeds the plants efficiently and provide cost saving by using less water and food. The rows
are spaced to reduce the size requirements for water, and energy usage but are fully accessible for harvesting from the ground. While
hydroponics technology is expected to continue to dominate the market over the next few years, aeroponic and aquaponics are expected
to show rapid growth due to the lower water usage of the former and the rising adoption of the latter by small-scale systems due to cost
benefits.
 
With
a goal of building mobile farm systems that provide customers the ability to meet their food production needs, GPods believes that it
has developed an aeroponic system that cuts down on time, water, and energy use, and reduces costs, while boosting production and to
promote healthier foods. Its vertical farming system allows the operator the ability to grow up to three times more produce in a given
area than conventional hydroponic growing systems. The system is designed to reduce water usage by about 50% compared to conventional
hydroponic methods.
 
Our
plan to continue as a going concern is to reach the point where we begin generating revenues from our environmentally optimized growing
system business(s) or services (complimentary to the grow-system) to meet our obligations on a timely basis. The Company has not yet
acquired or fully developed any of its intended services. We may not be able to acquire or internally develop any of its intended services
in the future because of a lack of available funds or financing to do so. In order for us to develop or acquire any of its intended services,
we must be able to secure the necessary financing, beyond just the proceeds of the completed direct public offering. In the early stages
of our operations, we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined will be in
excess of $250,000. We have no established current sources of funds to undertake the business plan as outlined. Until we obtain funding,
if ever, we will keep our operating costs as low as possible with our founder, and CEO providing substantially all of the work on his
own without any cash compensation. This methodology would result in our development stage extending for at least two to three years.
 
We
believe that our environmentally optimized growing system division (once developed, if at all) may begin to generate revenues earlier
than the corporate direct sales (once developed, if at all). If we are unable to obtain adequate funding or financing, the Company faces
the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing
program for the Company’s growth.
 
Industry
Overview
 
Aspiring
urban organic growers who are challenged may find history interesting that the modular growing environments were invented by horticultural
engineers as early as the 19th century. Famous botanist George Arends saw the need for year-round growing to accomplish the success in
his prolific perennials. These controlled environments were expensive and therefore limited in size; therefore, he was always trying
to make the limited space available more productive. George Arends (1862-1952) of Ronsdorf, Germany was a prolific breeder of perennials.
Best known for his cultivars of False Spirea (Astilbe), with perhaps 95% of those sold today belonging to the arendsii
species, he also bred Bergenia, Sedum, Phlox and Campanula. Between 1902 and 1952 Arends introduced over 74 cultivars of
Astilbe, with the bronze leaf and red flowered ‘Fanal’ in 1933 the first of its type.
 

24
 

 
The
purist of the organic growing movement initially thought that the highest form of organic growing was achieved outdoors in the soil under
the sun; little did they know that the soil, water and other local factors were toxic and not controllable. The GPod creates a pure,
clean environment, free of toxic factors, finite, in that the ‘grow’ is starting from scratch with pure materials and a clean
environment.
 
Early
development of outdoor greenhouses was embraced for their ability to seize control of nature’s uncontrollable whims. Although embraced
for its superiority over standard outdoor farming, it still was lacking some of the base needs in order to be a perennial grower. Green
houses were an attempt to bring a semblance of control into farming, pests were rampant, water was at a premium, and toxic chemicals
were around every corner, causing issues at every corner. In the 50’s greenhouse growing became mainstream, rows of green houses
as far as the eye could see, high yields and low loss continued to encourage the trend. It wasn’t till the late 80’s that
consumers started to become more informed, informed of the lack of supervision of what goes into the growth of the food they were eating,
the organic movement was born, the consumer started to change his demands, and the market place reacted. Today the organic movement is
king, the majority of consumers are well informed, and they demand the strict control of the growth of their consumables.
 
Based
on industry reports, sales of organic food growing hardware and supplies, the industry has seen revenue doubled every three years; outperforming
most traditional outdoor commercial gardening relative revenues. In the United States indoor organic gardening may surpass $10 billion
per annum. Over the next five years this represents more than $500 million in sales; a significant increase to current spending of controlled
indoor growing equipment and other ancillary products. Retail sales we believe have historically served the average organic grower. Our
management team believes that the GPod system will revolutionize this relationship by providing the infrastructure at a reasonable cost
with supplies arriving on a scheduled as needed basis.
 
We
believe the confluence of a need for organic foods in combination with the recent advances with indoor gardening, cost reduction in startup
and online customization of the GPod present an opportunity for us to position our business in introducing a revolutionary product and
business model. Garage space planning and design will be changed in future housing to incorporate this new system of growing.
 
Competitive
Focus
 
We
expect to encounter strong competition in all areas of our business activity. We intend to compete on the basis of technology, performance,
price, quality, reliability, reputation, distribution, range of products and services, ease of use of our products, account relationships,
user training, service and support, security, availability of applications and internet infrastructure offerings, and our sustainability
performance.
 
The
markets for our key business are characterized by strong competition among major corporations with long-established positions and a large
number of new and rapidly growing businesses which we will compete with. In this market most product life cycles are short, and to remain
competitive we must develop new products and services, periodically enhance our products and services and compete effectively on the
basis of the above various factors. In addition, we may compete with our potential partners, including other grow-system businesses that
design, manufacture and market their products. Our successful management of these competitive relationships will be critical to our success.
Moreover, we anticipate that we may have to adjust our prices on our products and services to stay competitive in this market.
 
We
believe the following will assist us in exploiting the expected growth in the environmentally optimized integrated portable grow-system
market which is ideal for growing high quality specialty crops and many varieties of herbs and other plant life with controlled indoor
organic gardening:
 


 
1.
Scalability.
    We believe our state of-the-art, environmentally optimized grow-system and its varied support by unique GPod design and services
    will become scalable, a solution designed to serve the underserved, fragmented horticulture and micro-farming market and sophisticated
    urban gardener.

 

25
 

 
 


 
2.
“Sticky”
    Relationship. Our business model will provide a solution that is designed to act as an incentive to keep the consumer engaged
    with our state of-the-art, environmentally optimized grow-system and support services using current and future GPod modules.

 
3.
Expertise
    in Indoor Gardening. Our founder has extensive experience in organic growing which comes from his vast experience in the commercial
    growing industry. We will seek to capitalize on that expertise.

 
4.
Speed
    to Implementation. We believe that a fully-developed environmentally optimized grow-system and well thought-out vertical GPod
    product line, in combination with our manufacturing and distribution system, will provide immediate insight into the usage (and behavior)
    of our consumer and their micro-farming output and customers’ unique growing needs.

 
Growth
Strategy
 
Key
elements of our growth strategy shall include:
 


 
1.
Core
    Products. We plan to enhance our core products through user interface and functionality with our optimized growing system as
    well as interchangeable modules for different growing requirements, with new offerings as soon as reasonably practicable.

 
2.
Focus.
    We intend to organically grow market penetration by: (a) securing contracts with organic wholesalers in various markets, (b) exploiting
    social networks, (c) leveraging development opportunities, and (d) adding solutions to professionals in the market.

 
3.
Strategic
    Alliances. We plan to team with other businesses that have complementary features to our products, when fully developed, thereby
    reducing our development cost and introducing us to consumers and end-users.

 
4.
International
    Expansion. We intend to expand internationally through partnerships and alliances.

 
Business
Objectives
 
Our
objective is to become a provider of self-contained organic grow modules. We are pursuing the following strategies to achieve this goal:
 


 
a)
Initiating
    website development and ecommerce function, identifying complimentary product offerings, promoting, and advertising through social
    media campaigns;

 
b)
Create
    a national media presence through social media – We will seek to create and enhance a national awareness and aggressively market
    our products through social media outlets;

 
c)
Identify
    and develop strategic relations with our Manufacturing partners – utilize partners, high volume distribution facility to create
    highly efficient low-cost production model; and

 
d)
High
    functioning, and esthetically pleasing grow modules will contribute to growers’ overall productivity and sense of well-being.
    GPods can convey a sense of self-reliance for the basic needs of life. We will provide a comprehensive selection of modules that
    can be food oriented or yield based to meet the expectations of each individual organic grower. Every Urban grower may not have the
    means to grow, but with the help of GPods they can grow year-round.

 
GPod
products can transform any garage space into a productive space for the family to enjoy, not just the farmer. We believe that friends
visiting the garage fitted with a GPod products will instantly be won over.
 
This
Report includes limited market and industry data and forecasts that we obtained from internal research, publicly available information
and industry publications and surveys. The industry in which we operate is subject to a high degree of uncertainty and risk due to a
variety of factors, including those described in the section above entitled “Risk Factors”.
 
Without
additional financing we will not be able to pursue our business plan or our time-line objectives, and the Company may fail. It is our
plan to seek additional financing from either equity financing or through debt instruments. Company’s management has, through relationships
and partnerships, begun the necessary work on some of our intended products. Our founder and CEO has primarily provided these services
through the date of this Report. Our business plan requires further completion of these tasks which require the hiring of employees and/or
outside contractors. With the level of sophistication and expertise of our founder and CEO, as well as other various professionals that
he knows, the Company should make progress in its development planned product, but currently no specific timeframe can be provided. Most
if not all of these actions will be predicated on the Company obtaining the necessary financing to accomplish these steps. If financing
is not available on terms reasonable to the Company and its shareholders, then the progression steps of this business plan will not occur
as planned and may never occur.
 

26
 

 
We
currently have no sources of financing and no commitments for financing. There are no assurances that we will obtain sufficient financing
or the necessary resources to enter into contractual agreements with outside designers or sales or marketing firms. We currently do not
have any cash or other resources to commence the use of outside service providers. If we do not receive funding or financing, our business
is likely to be maintained with limited operations for at least the next 12 months because our founder and CEO, will continue to provide
his services without consideration. We have no formal agreement in place with our founder and CEO covering his services, our founder’s
and CEO’s plan will be to do all of the administrative and planning work as well as programming and marketing work on his own without
consideration while he continues to seek other sources of funding for the Company.
 
Necessity
of Additional Financing
 
Management
believes that if it is successful in raising the necessary funds, of which there can be no assurances, we may generate revenue within
the next 12 months. While we hope that we will be successful in these efforts, additional equity or debt financing may not be available
to us on acceptable terms or at all, and thus we would fail to satisfy our future cash requirements. As of the date of this Report we
have received approximately $68,000 in loans from our majority shareholder, as well as interest free loans from business associates of
our founder in the amount of $161,000. We expect these amounts will increase substantially over the next few months as the next phase
of operations is rolled out.
 
Securing
additional financing is critical to implementation of our timeline. If and when we obtain the required additional financing, we should
be able to take our business plan through the necessary steps. In the event we are unable to raise any additional funds we will not be
able to pursue our business plan, and we may fail entirely. We currently have no committed sources of financing besides the verbal commitment
from our majority shareholder to provide us with financing in the short term until we are able to obtain reliable sources of financing.
 
Other
 
As
a corporate policy, we will not incur any financial obligations that we cannot satisfy with identified resources. We believe the perception
that many have of a public company is that they are more likely than not that they will accept restricted securities from a public company
as consideration for indebtedness than they would from a private company. We have not performed any formal studies of this matter. Our
conclusion is based solely on our own observations. There can be no assurances that we will be successful in any of those efforts even
if we become a publicly traded company. The issuance of restricted shares will dilute the ownership interests of our current stockholders.
 
Results
of Operations for the twelve-month period ended March 31, 2024 compared to the twelve-month period ended March 31, 2023
 


  
For
                                            the year ended March
                                            31, 2024  
For
                                            the year ended March
                                            31, 2023 

Expenses: 
    
   

Officer
    compensation and wage expense – related party 
$60,000  
$53,500 

Consulting
    expense 
 134,750  
 109,750 

Legal
    and accounting expense 
 29,250  
 18,000 

Software
    development and consulting expense – related party 
 15,400  
 8,000 

Administration
    expense and other 
 8,940  
 2,589 

Impairment
    of long-lived assets 
 261,303  
 261,303 

(Loss)
    before provision for income tax 
 (248,340) 
 (453,142)

Provision
    for income tax 
 800  
 800 

Net
    loss 
$(249,140) 
$(453,942)

Basic
    and diluted loss per share 
$(0.02) 
$(0.03)

Weighted
    average common shares outstanding - basic and diluted 
 16,270,500  
 16,230,000 

 

27
 

 
Expenses
 
Expenses
for the twelve-month period ended March 31, 2024 compared to the twelve-month period ended March 31, 2023 were $248,340 and $453,142,
respectively. Expenses decreased year over year by $204,802 or a decrease of 45.2%. The primary reason for this is we began preparing
in our efforts to be compliant in our regulatory efforts as well as increasing business operations as well in the prior twelve-month
period we impaired the entire value of our Proto-Pod prototypes, which was over $260,000. While we wrote off or impaired the entire value
of the project, we believe that we can still utilize the dismantled pieces for other projects or development ideas, such as our self-contained
mobile unit utilizing a Sprinter-type van. Our CEO has made significant progress on downsizing the original GPod to be all-in a Sprinter-type
van that is more mobile than before.
 
Officer’s
compensation - related party was $60,000 for the twelve-month period ended March 31, 2024 compared to $53,500 for the twelve-month period
ended March 31, 2023. Officer compensation expense – related party remained static year over year except for the $6,500 in accrued
compensation that was written off in the twelve-month period ended March 31, 2023. The Company is currently in discussions with Mr. Dolan,
its CEO to either convert most of the amounts owed to him into equity of the Company or forgive most if not all of the accrued related
party compensation owed to him over the next twelve months. The Company upon inception (March 27, 2017) entered into a formal employment
agreement with its founder, Mr. Dolan, providing for a $5,000 a month payable. This formal employment agreement was administratively
terminated on February 29, 2019.
 
Consulting
expenses were $134,750 for the twelve-month period ended March 31, 2024 compared to $109,750 for the twelve-month period ended March
31, 2023. Consulting expense increased year over year by $25,000 or an increase of 22.8%. The primary reason for this is we retained
outside professionals to assist us with operational and other business type consulting services, in preparation for our financial reporting
and other regulatory needs that have been left unattended, along with process controls and other best practices if we are to self-manufacture
our GPod product.
 
Legal
and accounting expenses were $29,250 for the twelve-month period ended March 31, 2024 compared to $18,000 for the twelve-month period
ended March 31, 2023. Legal and accounting expenses increased comparative period over comparative period by $7,250 or an increase of
40.2%.
 
Software
development and consulting expense – related party incurred in connection with our new environmentally optimized growing system
was $15,400 for the twelve-month period ended March 31, 2024 compared to $8,000 for the twelve-month period ended March 31, 2023. Software
development and consulting expense – related party increased year over year by $7,400 or an increase of 92.5%. The primary reason
for this is we were able to capitalize more costs associated with our internally developed software, which has been included on our balance
sheet as of March 31, 2024. The remaining costs or services are considered not able to be capitalized for accounting purposes therefore
we expense them immediately in the period incurred.
 
Administrative
costs and other expense were $8,940 for the twelve-month period ended March 31, 2024 compared to $2,589 for the twelve-month period ended
March 31, 2023. Administrative costs and other expense decreased year over year by $6,351 or an increase of 245.3%. The Company during
the twelve-month period ended March 31, 2023 wrote off $5,000 in payments made to its prior auditor that were recorded as prepaid expense.
Since the ability to collect the prepaid amount was nil, the Company expensed this amount as other expense at the time.
 
Impairment
of long-lived assets was $261,303 for the twelve-month period ended March 31, 2023. We consider this hopefully a one-time expense for
the Company and will not experience this type of expense on a yearly basis. Management of the Company determined through a thorough analysis
and review that the Proto-Pod was impaired. It was determined that certain events and changes in circumstances surrounding the Proto-Pod’s
direction and that its carrying value may not be recoverable. The Company and its management dismantled the Proto-Pod and all of its
components, and placed the components in storage to be used for other projects or variations associated with the Proto-Pod. Management
impaired the total value of its Proto-Pod as of March 31, 2023. Total reserve for impairment as of March 31, 2024 and March 31, 2023
was $0 and $261,303, respectively. Reserve for impairment is netted against the Proto-Pod.
 
Loss
before provision for income taxes
 
Loss
before provision for incomes taxes for the twelve-month period ended March 31, 2024 compared to the twelve-month period ended March 31,
2023 was $249,140 and $453,942, respectively. We recorded no provision for federal income taxes. We have not generated any revenues to
date. Provision for income taxes is specific to the California minimum franchise tax due annually. Weighted average common shares outstanding
was 16,270,500 for the twelve-month period ended March 31, 2024 compared to 16,230,000 for the twelve-month period ended March 31, 2023.
Basic and diluted loss per share for the twelve-month period ended March 31, 2024 compared to the twelve-month period ended March 31,
2023 was $0.02 and $0.03, respectively.
 

28
 

 
Liquidity
 
We
paid all costs related to our direct public offering. These expenses were paid as necessary. Absent the ability to pay these amounts
in full and our expected public reporting costs and other needs we may need to seek financial assistance from shareholders or non-affiliated
parties of the Company and its founder who may agree to loan us capital. To the extent that such liabilities cannot be extended or satisfied
in other ways we may seek outside financing or loans from financial institutions or other funding sources. If and when secured, these
loans most likely will be evidenced by interest-bearing secured and unsecured notes treated as loans until repaid, if and when the Company
has the ability to do so. No formal written arrangement exists with respect to anyone’s commitment to loan us funds for these purpose
or others. Our current funding sources have provided us unsecured notes payable with non-interest bearing and due upon demand terms.
We believe these to be favorable because of the relationship of our founder with these lenders.
 
Since
acquiring the business plan, most of our resources and work have been devoted to executing our business plan, limited technical design
and drawing, testing and mock-up of our interchangeable modules to be used with our intended product, implementing systems and controls,
and completing our registration statement. When our registration statement was complete, we began to refocus our work on product and
service offerings as well as push forward with the development of our intellectual property surrounding our new environmentally optimized
growing system. We believe the research and development work needed to further complete our product development, attract designers,
and initiate marketing plans, including the development of a saleable product, will range between $200,000 and $250,000. This includes
the use of outside contractors and experts and the services of our founder, Mr. Dolan. If we are able to secure the necessary funding
to outsource these steps, of which there can be no assurance, we believe that we can execute a proper launch of our product and services
to the consumer. If we are only able to use internal resources (primarily consisting of services of our founder, and CEO), the process
may take much longer and our launch may be limited to a much smaller market. If we are unable to raise sufficient financing, development
costs would have to come from our founder and CEO (to the extent that he is capable and willing to provide such additional financing).
While we have engaged the services of several outside consultants on an as “needed basis” their assistance is rather limited
and based on our financial capabilities and commitment. Our goal is for us to be able to have a saleable product, several robust sales
channels and an e-commerce presence in six to twelve months from this date. There is no way of estimating the likelihood of reaching
that goal.
 
Private
capital will continue to be solicited from associates of our founder and CEO or through private investors referred to us by those same
associates. To date, we have not sought out any larger funding sources other than associates of Mr. Dolan, nor have we authorized any
person or entity to seek out funding on our behalf. If a market for our securities ever develops, of which there can be no assurances,
we may use restricted shares of our common stock to compensate employees, consultants and independent contractors wherever possible.
We cannot predict the likelihood or source of raising capital or funds needed to complete the development of our product and the stages
as outlined above.
 
We
embarked upon an effort to become a public company and, by doing so, have incurred and will continue to incur additional significant
expenses for legal, accounting and related services. Once we become a publicly traded entity, subject to the reporting requirements of
the Exchange Act, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses
including annual reports and proxy statements, if required. We estimate these costs to be in excess of $100,000 per year and may be higher
if our business volume or business activity increases significantly. Our current estimate of costs does not include the necessary expenses
associated with compliance, documentation and specific reporting requirements of Section 404 (as we are not subject to the full reporting
requirements of Section 404 until we exceed $75 million in market capitalization or we decide to opt-out of the “emerging growth
company” as defined under the JOBS Act). This exemption is only available to us under the JOBS Act or until we have been public
for more than five years. These obligations we believe reduce our ability and resources to expand our business. We hope to be able to
use our status as a public company to increase the ability to use noncash means of settling obligations and compensate independent contractors
who provide professional services to us (i.e. issuance of restricted shares of our common stock), although there can be no assurances
that we will be successful in any of those efforts. We will reduce compensation paid to management (if and when we do compensate management)
if there is insufficient cash generated from operations to satisfy these costs.
 

29
 

 
We
do not have any current plans to raise capital through the sale of securities except as described herein. We hope to be able to use our
status as a public company to enable us to use non-cash means of settling obligations and compensate persons or firms providing services
to us, although there can be no assurances that we will be successful in any of those efforts. We believe that the perception that many
people have of a public company make it more likely that they will accept restricted securities from a public company as consideration
for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is
based on our own beliefs and advice that we have received from finance and market professionals. Issuing shares of common stock to such
persons instead of paying cash to them may increase our chances to establish and expand our business and business opportunities. Having
shares of our common stock may also give a person a greater feeling of identity with us which may result in increased referrals. However,
these actions, if successful, will result in dilution of the ownership interests of existing shareholders, may further dilute common
stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to
maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.
GPODS, INC. may offer shares of its common stock to settle a portion of the professional fees incurred. No negotiations have taken place
with any professional and no assurances can be made as to the likelihood that any professional will accept shares as settlement of obligations
due them.
 
As
of March 31, 2024, we owed approximately $1,600,000 (of which a sizeable amount is owed to related parties) in connection with product
development costs incurred, consulting services and other expenses. We have not entered into any formal agreements or agreements, written
or oral, with any vendors or others for payment of services or expenses that cannot be deferred. There are no other significant liabilities
due as of March 31, 2024. As of March 31, 2024, we owed approximately $68,000 in connection with two (2) interest-free demand loans from
two (2) related parties, Mr. Dolan and Mr. Fry. As of March 31, 2024, we owed approximately $161,000 from three (3) non-affiliated parties.
The proceeds of loans (both related party and non-related party) and our direct public offering were used for working capital. We repaid
several loans prior to our direct public offering being completed. These funds came from other non-affiliated parties. Our cash position
was approximately $1,700 at March 31, 2024.
 
Recently
Issued Accounting Pronouncements
 
The
Company evaluated recent accounting pronouncements through March 31, 2024 and believes there are none that have a material effect on
the Company’s financial statements except for the following.
 
In
August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging
- Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s
Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded
conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative
scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income
per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2021, including interim
periods within those fiscal years, and early adoption is permitted. The Company early adopted ASU 2020-06 during the year ended March
31, 2022 and it did not have a material effect on the financial statements.
 
In
May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock
Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses
issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment
is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.
Early adoption is permitted. The Company early adopted ASU 2021-04 during the year ended March 31, 2022 and it did not have a material
effect on the financial statements.
 
In
March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method. Current
GAAP permits only prepayable financial assets and one or more beneficial interests secured by a portfolio of prepayable financial instruments
to be included in a last-of-layer closed portfolio. The amendments in ASU 2022-01 allow 3 non-prepayable financial assets also to be
included in a closed portfolio hedged using the portfolio layer method. That expanded scope permits an entity to apply the same portfolio
hedging method to both prepayable and non-prepayable financial assets, thereby allowing consistent accounting for similar hedges.
 

30
 

 
The
amendments in ASU 2022-01 clarify the accounting for and promote consistency in the reporting of hedge basis adjustments applicable to
both a single hedged layer and multiple hedged layers as follows:
 


 
1.
An
    entity is required to maintain basis adjustments in an existing hedge on a closed portfolio basis (that is, not allocated to individual
    assets).

 
 
 

 
2.
An
    entity is required to immediately recognize and present the basis adjustment associated with the amount of the de-designated layer
    that was breached in interest income. In addition, an entity is required to disclose that amount and the circumstances that led to
    the breach.

 
 
 

 
3.
An
    entity is required to disclose the total amount of the basis adjustments in existing hedges as a reconciling amount if other areas
    of GAAP require the disaggregated disclosure of the amortized cost basis of assets included in the closed portfolio.

 
 
 

 
4.
An
    entity is prohibited from considering basis adjustments in an existing hedge when determining credit losses.

 
For
public business entities, amendments in ASU 2022-01 are effective for fiscal years beginning after December 15, 2022, and interim periods
within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, and
interim periods within those fiscal years. Early adoption is permitted on any date on or after the issuance of ASU 2022-01 for any entity
that has adopted the amendments in ASU 2017-12 for the corresponding period. If an entity adopts the amendments in an interim period,
the effect of adopting the amendments related to basis adjustments should be reflected as of the beginning of the fiscal year of adoption
(that is, the initial application date). The Company early adopted ASU 2022-01 during the three months ended June 30, 2022 and it did
not have a material effect on the financial statements.
 
We
have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued
that might have a material impact on our financial position or results of operations.
 
Critical
Accounting Policies
 
The
preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported
amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
 
An
accounting policy is considered to be critical: (a) if it requires an accounting estimate to be made based on assumptions about matters
that are highly uncertain at the time the estimate is made; and (b) if different estimates that reasonably could have been used, or changes
in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.
 
Financial
Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation
of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters
that are highly uncertain at the time the estimate is made. Note 2 to the financial statements, included elsewhere in this Report, includes
a summary of the significant accounting policies and methods used in the preparation of our financial statements.
 
Seasonality
 
We
have not generated any revenues, so we have no direct experience with seasonality for our business. We do not expect that our planned
business operations as currently outlined will be affected by seasonality.
 
Off-Balance
Sheet Arrangements
 
We
have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts
or contingent obligations. We also have no other commitments other than the costs of being a public company that will increase our operating
costs or cash requirements in the future.
 

31
 

 
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.
 
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
GPODS,
INC.
MARCH
31, 2024
 
INDEX
TO FINANCIAL STATEMENTS
 


Contents
 
Page(s)

Reports
    of Independent Registered Public Accounting Firm
 
F-1

Balance
    Sheets at March 31, 2024 and 2023
 
F-2

Statement
    of Operations for the Years Ended March 31, 2024 and 2023
 
F-3

Statement
    of Stockholders’ Equity (Deficit) for the Years Ended March 31, 2024 and 2023
 
F-4

Statement
    of Cash Flows for the Years Ended March 31, 2024 and 2023
 
F-5

Notes
    to the Financial Statements
 
F-6

 

32
 

 

MICHAEL
GILLESPIE & ASSOCIATES, PLLC
CERTIFIED
PUBLIC ACCOUNTANTS
VANCOUVER,
WA 98666
206.353.5736
 
Report
of Independent Registered Public Accounting Firm
 
To
the Shareholders & Board of Directors
GPods,
Inc.
 
Opinion
on the Financial Statements
 
We
have audited the accompanying balance sheets of GPods, Inc. as of March 31, 2024 and 2023 and the related statements of operations, changes
in stockholders’ deficit, cash flows, and the related notes (collectively referred to as “financial statements”) for
the years then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of March 31, 2024 and 2023 and the results of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
 
Going
Concern
 
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to
the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt
about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Basis
for Opinion
 
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.
 
/S/
MICHAEL GILLESPIE & ASSOCIATES, PLLC
We
have served as the Company’s auditor since 2022.
 
PCAOB
ID: 6108
Vancouver,
Washington
April 24, 2024
 

F-1
 

 

GPODS,
INC.
BALANCE
SHEETS
 


  
March
    31, 2024  
March
    31, 2023 

  
   
  

ASSETS 
    
   

  
    
   

CURRENT
    ASSETS: 
    
   

Cash
    and cash equivalents 
$1,708  
$7,429 

Prepaid
    expense 
 -  
 - 

Total
    Current Assets 
 1,708  
 7,429 

  
    
   

Intangible
    asset 
 -  
 - 

  
    
   

OTHER
    ASSETS: 
    
   

Proto-Pod
    capitalized costs, net of impairment reserve of $261,303 and $261,303 at March 31, 2024 and March 31, 2023, respectively 
 -  
 - 

Internal
    use software 
 105,600  
 90,200 

Total
    Other Assets 
 105,600  
 90,200 

  
    
   

TOTAL
    ASSETS 
$107,308  
$97,629 

  
    
   

LIABILITIES
    AND STOCKHOLDERS’ EQUITY (DEFICIT) 
    
   

  
    
   

CURRENT
    LIABILITIES: 
    
   

Accounts
    payable and other accrued expense 
$680,850  
$545,300 

Related
    party accounts payable (see Note 4) 
 339,600  
 308,800 

Related
    party accrued compensation expense (see Note 4) 
 425,000  
 365,000 

Related
    party loans and notes payable (see Note 4) 
 68,043  
 69,093 

Notes
    payable 
 161,535  
 123,516 

Investor
    stock payable 
 8,500  
 13,000 

TOTAL
    LIABILITIES 
 1,683,528  
 1,424,709 

  
    
   

STOCKHOLDERS’
    EQUITY (DEFICIT): 
    
   

Common
    stock, $0.001 par value; 90,000,000 shares authorized; 16,270,500 and 16,270,500 issued and outstanding at March 31, 2024 and March
    31, 2023, respectively 
 16,271  
 16,271 

Preferred
    stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding 
 -  
 - 

Additional
    paid in capital 
 31,520  
 31,520 

Accumulated
    deficit 
 (1,624,011) 
 (1,374,871)

TOTAL
    STOCKHOLDERS’ EQUITY (DEFICIT) 
 (1,576,220) 
 (1,327,080)

  
    
   

TOTAL
    LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) 
$107,308  
$97,629 

 
SEE
NOTES TO FINANCIAL STATEMENTS
 

F-2
 



 
GPODS,
INC.
STATEMENTS
OF OPERATIONS
 


  
   
  

  
For
                                            the year ended March
                                            31, 2024  
For
                                            the year ended March
                                            31, 2023 

  
   
  

Expenses: 
    
   

Officer
    compensation and wage expense – related party 
$60,000  
$53,500 

Consulting
    expense 
 134,750  
 109,750 

Legal
    and accounting expense 
 29,250  
 18,000 

Software
    development expense – related party 
 15,400  
 8,000 

Administrative
    expense and other 
 8,940  
 2,589 

Impairment
    of long-lived assets 
 -  
 261,303 

Total
    expenses 
 248,340  
 453,142 

  
    
   

Loss
    before income tax 
 (248,340) 
 (453,142)

Provision
    for income tax 
 800  
 800 

Net
    loss 
$(249,140) 
$(453,942)

Basic
    and diluted loss per share 
$(0.02) 
$(0.03)

Weighted
    average common shares outstanding - basic and diluted 
 16,270,500  
 16,230,000 

 
SEE
NOTES TO FINANCIAL STATEMENTS
 

F-3
 

 

GPODS,
INC.
STATEMENT
OF STOCKHOLDERS’ DEFICIT
 


  
Common Stock  
Common Stock Amount  
Additional Paid-in Capital  
Accumulated Deficit  
Total 

  
   
   
   
   
  

Balance – March 31, 2022 
 16,200,000  
$16,200  
$24,541  
$(920,929) 
$(880,188)

  
    
    
    
    
   

Issuance of 70,500 shares of common stock, $0.001 par value, at $0.10/share 
 70,500  
 71  
 6,979  
 -  
 7,050 

  
    
    
    
    
   

Net loss – for the twelve months ended March 31, 2023 
 -  
 -  
 -  
 (453,942) 
 (453,942)

  
    
    
    
    
   

Balance – March 31, 2023 
 16,270,500  
 16,271  
 31,520  
 (1,374,871) 
 (1,327,080)

Balance  
 16,270,500  
 16,271  
 31,520  
 (1,374,871) 
 (1,327,080)

  
    
    
    
    
   

Net loss – for the twelve months ended March 31, 2024 
 -  
 -  
 -  
 (249,140) 
 (249,140)

Net loss  
 -  
 -  
 -  
 (249,140) 
 (249,140)

  
    
    
    
    
   

Balance – March 31, 2024 
 16,270,500  
$16,271  
$31,520  
$(1,624,011) 
$(1,576,220)

Balance 
 16,270,500  
$16,271  
$31,520  
$(1,624,011) 
$(1,576,220)

 
SEE
NOTES TO FINANCIAL STATEMENTS
 

F-4
 

 
GPODS,
INC.
STATEMENT
OF CASH FLOWS
 


  
For
                                            the year ended March
                                            31, 2024  
For
                                            the year ended March
                                            31, 2023 

  
   
  

CASH
    FLOW FROM OPERATING ACTIVITIES: 
    
   

Net
    loss 
$(249,140) 
$(453,942)

Impairment
    of long-lived assets 
 -  
 261,303 

Adjustments
    to reconcile net loss to cash (used in) operating activities: 
    
   

Change
    in prepaid expense 
 -  
 455 

Change
    in accounts payable and accrued expense - other 
 135,550  
 110,549 

Change
    in accounts payable – related party 
 15,400  
 8,000 

Change
    in accrued expense – related party 
 60,000  
 53,500 

Change
    in investor payable 
 (4,500) 
 - 

Net
    Cash (Used in) Operating Activities 
 (42,690) 
 (20,135)

  
    
   

CASH
    FLOW FROM INVESTING ACTIVITIES 
    
   

Capitalized
    internal use software – related party 
 -  
 - 

Capitalized
    proto-pod costs – related party 
 -  
 (5,411)

Net
    Cash (Used in) Investing Activities 
 -  
 (5,411)

  
    
   

CASH
    FLOW FROM FINANCING ACTIVITIES: 
    
   

Proceeds
    from sale of common stock 
 -  
 7,050 

Loan
    proceeds – non-related party 
 38,019  
 18,831 

Loan
    payments - related party 
 (1,050) 
 - 

Loan
    proceeds - related party 
 -  
 5,436 

Loan
    proceeds 
 -  
 5,436 

Net
    Cash Provided by Financing Activities 
 36,969  
 31,317 

  
    
   

CHANGE
    IN CASH 
 (5,721) 
 5,771)

  
    
   

CASH
    AT BEGINNING OF PERIOD 
 7,429  
 1,658 

  
    
   

CASH
    AT END OF PERIOD 
$1,708  
$7,429 

  
    
   

SUPPLEMENTAL
    DISCLOSURE OF CASH FLOW INFORMATION 
    
   

Cash
    paid for: 
    
   

Interest 
$-  
$- 

Income
    taxes 
$-  
$- 

  
    
   

Non-cash
    investing and financing activities: 
    
   

Capitalized
    services - Proto-pod costs – non-related party 
$-  
$3,600 

Capitalized
    services - Internal use software – related party 
$15,400  
$8,000 

 
SEE
NOTES TO FINANCIAL STATEMENTS
 

F-5
 

 

GPODS,
INC.
NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2024
 
NOTE
1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Organization
 
The
“Company” was incorporated on March 27, 2017 (date of inception) under the laws of the State of Nevada, as GPods, Inc. The
Company is headquartered in Southern California and intends on conducting business throughout the continental United States and Canada.
 
Nature
of business
 
The
Company’s business is to provide customers with storage and organization solutions through an assortment of innovative products
and unparalleled customer service. The Company will offer its products directly to customers including business-to-business customers,
through an e-commerce website and/or call center operations. We provide a self-contained grow-pod solution that streamlines the start-up
process and begins generating revenue for the customer in as little time as possible. The GPod system will be designed for ease of operation,
allowing customers of all backgrounds and philosophies to immediately start growing quality specialty crops, specifically leafy crops,
including many varieties of herbs and spices.
 
Year
end
 
The
Company’s year-end is March 31.
 
Cash
and cash equivalents
 
For
the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered
to be cash equivalents. The carrying value of these investments approximates fair value.
 
Inventory
 
Inventory
is valued at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Provision for potentially
obsolete or slow-moving inventory is made based on management analysis or inventory levels and future sales forecasts.
 
Revenue
recognition
 
The
Company recognizes revenue in accordance with the Financial Accounting Standard Board (“FASB”) issued Accounting Standards
Codification (“ASC”) ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met: (1) persuasive
evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability
is reasonably assured. The Company will recognize revenue during the month in which products are shipped or fees are earned.
 
Advertising
costs
 
Advertising
costs are anticipated to be expensed as incurred; however, no advertising costs were incurred for the year ended March 31, 2024 or March
31, 2023.
 
Fair
value of financial instruments
 
Fair
value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation
techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained
from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about
market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”).
 
Fair
value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”)
in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses
prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”).
The Company also considers the impact of a decrease in volume and level of activity for an asset or liability when compared with normal
activity to identify transactions that are not orderly.
 

F-6
 

 

GPODS,
INC.
NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2024
 
NOTE
1–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
The
highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority
to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is
significant to the fair value measurement.
 
The
three hierarchy levels are defined as follows:
 
Level
1 - Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
 
Level
2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities
in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;
 
Level
3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
 
Credit
risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The
methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s
own credit risk as observed in the credit default swap market.
 
Financial
instruments consist primarily of cash, prepaid expense, accounts payable and accrued expenses, and notes payable. The carrying amounts
of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market
interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize
in a current market exchange or from future earnings or cash flows.
 
Stock-based
compensation
 
The
Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees.
The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments
is reached, or (2) the date at which the counterparty’s performance is complete. Stock awards granted to non-employees are valued
at their respective measurement dates based on the trading price of the Company’s common stock and recognized as expense during
the period in which services are provided.
 
Earnings
per share
 
Earnings
(loss) per share are computed in accordance with ASC 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing
net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares
of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average
number of shares of common stock, common stock equivalents and other potentially dilutive securities, if any, outstanding during the
period.
 
Income
taxes
 
The
Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized
to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation
allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will
not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of
enactment.
 
ASC
740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements
and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure
and transition issues. Interest and penalties are classified as a component of interest and other expenses.
 

F-7
 

 

GPODS,
INC.
NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2024
 
NOTE
1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Uncertain
tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at
the effective date may be recognized or continue to be recognized.
 
Use
of estimates
 
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period.
Actual results could differ from those estimates.
 
Long-lived
assets
 
Long-lived
assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
 
Recent
accounting standards pronouncements or updates
 
Accounting
standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future
date are not expected to have a material impact on the financial statements upon adoption.
 
NOTE
2-GOING CONCERN
 
The
Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable
to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
 
As
noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since inception,
the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related
to our recently completed direct public offering. As a result, the Company incurred a net loss for the twelve-month period ended March
31, 2024 of $249,140 and as of March 31, 2024 had an accumulated deficit of $1,624,011. The Company as of March 31, 2024 had a negative
working capital of $1,681,820. Additionally, the Company’s activities since inception have been sustained through debt and the
long-term deferral of payments to vendors and others.
 
The
Company intends to raise additional capital (beyond its public offering) through the sale of equity securities, an offering of debt securities,
or borrowings from financial institutions and possibly from related and nonrelated parties who may in fact lend to the Company on reasonable
terms. Management believes that its actions to secure additional funding will likely provide the Company the opportunity to continue
as a going concern. There is no guarantee the Company will be successful in achieving any of these objectives. These sources of working
capital are not currently assured, and consequently do not sufficiently mitigate the risks and uncertainties disclosed above.
 
The
ability of the Company to continue as a going concern is dependent upon management’s ability to raise capital from the sale of
its equity and, ultimately, the achievement of operating revenues. The financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern.
 
NOTE
3-INTANGIBLE ASSETS AND CAPITALIZED COSTS
 
Intangible
Asset
 
Intangible
assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine
whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with
finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount
may not be recoverable. The original estimate of an asset’s useful life and the impact of an event or circumstance on either an
asset’s useful life or carrying value involve significant judgment.
 

F-8
 


 
GPODS,
INC.
NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2024
 
NOTE
3-INTANGIBLE ASSETS AND CAPITALIZED COSTS (CONTINUED)
 
On
April 20, 2017 the Company acquired certain assets from our founder which consisted of a business plan, manufacturing design and schematics,
building materials and other items that will be used in creating our prototype and Proto-Pod system to be used and sold through its operations.
Total value attributable to the intangible assets purchased by the Company was $8,000.
 
For
the twelve months ended March 31, 2024 and 2023 we recognized $0 and $0 in amortization expense, respectively. We amortize these intangible
assets over a period of twenty-four (24) months which has been deemed their useful life. These intangible assets were fully amortized
as of June 30, 2019.
 
Proto-Pod
Capitalized Costs and Internal Use Software
 
The
Company defines a capital expenditure as a purchase or payment that provides a future benefit to the business and increases the value
of fixed asset or intangible asset and its value. The benefit to the business must exceed two years and the minimum capitalization threshold
varies. Capital is a limited company resource from which spending should result in increased value to the business, as generally demonstrated
by increased revenue, revenue protection, or increased efficiencies. Effective allocation of the Company’s limited capital resources
needs to be performed to maximize benefit, and timely reporting and monitoring of capital spending is imperative.
 
The
Company determined that certain expenditures paid to certain service providers should be capitalized for accounting purposes. Upon the
asset being placed in service the appropriate depreciation or amortization of the asset should begin. The Company determined through
detailed analysis and review with its related party service provider (see Note 4-Related Party Notes Payable and Other Related Party
Transactions) DLE Consulting (“DLE”) that costs incurred by the Company from DLE’s professional services and its intimate
involvement in the development and construction, design and modifications to the Proto-Pod should be capitalized. The Company analyzes
the expenditures on a monthly basis to expense or capitalize. For the years ended March 31, 2024 and March 31, 2023, the Company capitalized
design costs of $0 and $9,011, respectively. The balances at March 31, 2024 and March 31, 2023 for the Company’s Proto-Pod Capitalized
Costs were $0 and $0, respectively.
 
The
Company determined through analysis and review with its related party service provider (see Note 4-Related Party Notes Payable and Other
Related Party Transactions) W270 Systems, SA (“W270 Systems”) that a portion of costs incurred by the Company from W270 Systems’
and its work on our internal use software to be utilized in the Proto-Pod development and its use by the Company to analyze information
obtained from various sources to expand on the Proto-Pod services. W270 Systems devotes approximately 50% to 60% of its professional
time to our varied smart-phone applications that are expected to be offered by the Company in the near future, and 40% to 50% of its
professional time for our in-house use software that will not be made available to the public. The Company analyzes the expenditures
on a monthly basis to expense or capitalize. For the years ended March 31, 2024 and March 31, 2023, the Company capitalized internal
use software costs of $15,400 and $8,000, respectively. The balances at March 31, 2024 and March 31, 2023 for Company’s Internal
Use Software were $105,600 and $90,200, respectively.
 

F-9
 

 

GPODS,
INC.
NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2024
 
NOTE
4-RELATED PARTY NOTES PAYABLE AND OTHER RELATED PARTY TRANSACTIONS
 
The
Company recorded compensation expense to its related party of $60,000 and $53,500 for twelve-month periods ended March 31, 2024 and 2023,
respectively. The Company employed its founder under an employment agreement which started on March 31, 2017 and provided for a salary
of $5,000 per month for the first twelve (12) months, and on March 1st, 2018 increased to $5,500 per month for the next twelve
(12) months. This employment agreement administratively terminated on February 28, 2019, both the related party and the Company agreed
to limit the annual salary to $60,000 per year or $5,000 per month. The Company during the twelve-month period ended wrote-off $6,500
in accrued compensation payable per its agreement with our founder. Accrued compensation payable of $425,000 and $365,000 is due and
payable as of March 31, 2024 and March 31, 2023, respectively.
 
On
December 31, 2017, the Company executed a promissory note with its related party, Mr. Robert Dolan, Chief Executive Officer of the Company
in the amount of $6,000. The unsecured note payable bears interest at 0% per annum and is due upon demand. The outstanding balance for
the related party promissory note(s) due to Mr. Dolan as of March 31, 2024 and 2023 was $68,043 and $69,043 respectively. During the
year ended March 31, 2021 the Company borrowed additional monies from an investor who became a shareholder in the Company through its
direct public offering. This amount was negligible and amounted to $50 as of March 31, 2024 owing to this shareholder. As of March 31,
2024 total related party promissory notes was $68,043 which contains Mr. Dolans related party note balance of $68,043 and $0 owed to
Mr. Wesley Fry. Mr. Fry’s unsecured note payable bore interest at 0% per annum and was due upon demand. Mr. Fry’s total ownership
is less than 5% in the Company’s common stock. The Company used these related party funds for working capital purposes and for
the development of its proto-type GPods solution which it has capitalized for each period presented.
 
The
Company and its board of directors are in discussion to obtain settlement of the related party notes payable and accrued compensation
due to related party at the same offering price and terms that the Company is currently seeking with its most recent capital raise. No
definitive agreement has been entered into as of the date of this report.
 

F-10
 

 

GPODS,
INC.
NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2024
 
NOTE
4-RELATED PARTY NOTES PAYABLE AND OTHER RELATED PARTY TRANSACTIONS (CONTINUED)
 
We
had accounts due and owing to a vendor that became a related party during the year ended March 31, 2019 due to their ownership in the
Company. The related party, were W270 Systems, SA, a Costa Rican corporation, and their principal, Mr. Fry, executed a subscription agreement
with the Company and its registered public offering and invested in the Company’s common stock. Mr. Fry received 250,000 shares
of common stock of the Company. The related party accounts payable balance for the vendor totaled $339,600 at March 31, 2024 and $308,800
in total at March 31, 2023. For the years ended March 31, 2024 and 2023 the related party accounts payable balances increased by $30,800
and $16,000, respectively.
 
Capitalized
Internal use – Software increased during the year ended March 31, 2024 by $15,400. As described in Note 3 above the Company capitalizes
approximately 50% of the costs incurred to develop its internal use software in accordance with GAAP. Other costs incurred with respect
to this vendor are expensed as incurred; during the year ended March 31, 2024 this amounted to $15,400. For the year ended March 31,
2023 we capitalized internal use –software costs of $8,000 and expensed $8,000 in software development expenses.
 
Capitalized
costs – prototype increased during the year ended March 31, 2024 by $0. As described in Note 3 above the Company capitalizes approximately
100% of the costs incurred to develop its prototype product in accordance with GAAP. Of the $0 in costs capitalized, $0 was incurred
with respect to the DLE vendor, and $0 in costs that our CEO and President, Mr. Dolan had incurred during the year. For the year ended
March 31, 2023 we capitalized prototype products costs incurred with respect to the DLE vendor of $3,600 in billings that year.
 
The
two vendors, one a related party and the other a non-related party have agreed to defer all payments on their accounts payable balances
until the Company has secured sufficient financing.
 
NOTE
5-NOTES PAYABLE AND INVESTOR STOCK PAYABLE
 
Notes
Payable
 
Unsecured
notes payable bear interest at 0% per annum and were due and payable on demand. The Company may from time to time borrow additional funds
from these non-affiliated sources on similar terms, if available. The Company used these funds primarily for working capital purposes.
These notes payable were made in the ordinary course of business. As of March 31, 2024 and March 31, 2023 the Company had $161,535 and
$123,516 in outstanding notes payable, respectively.
 
The
Company, during the twelve-month period ended March 31, 2024, received proceeds of $38,019 from two of its notes payable holders. No
payments were made during the twelve-month period ended March 31, 2024. The Company, during the twelve-month period ended March 31, 2023,
received proceeds of $18,831 and no payments were made to the note payable holders. The Company does not intend on repaying the promissory
notes payable in the near future and may seek to convert these notes payable into common stock of the Company.
 
Investor
Stock Payable
 
During
the twelve-month period ended March 31, 2021, the Company in connection with its failure to list on the available exchanges to it made
an offer to several of its shareholders to repurchase their shares at the same price that they had originally invested in the Company.
The Company received executed agreements from 45 investors to purchase their shares for a total of $13,000 enabling the Company to retire
1,300,000 shares of its common stock.
 
As
of March 31, 2024 and March 31, 2023 the Company had $8,500 and $13,000 in outstanding investor stock payable due to these 45 former
shareholders, respectively.
 

F-11
 

 

GPODS,
INC.
NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2024
 
NOTE
6-INCOME TAXES
 
At
March 31, 2024, the Company had a net operating loss carryforward of $1,624,011, which begins to expire in fiscal year ending March 31,
2035. Components of net deferred tax asset, including a valuation allowance, are as follows for March 31, 2024 and 2023:
 
SCHEDULE
OF DEFERRED TAX ASSET


Deferred
    tax asset: 
March
                                            31, 2024  
March
                                            31, 2023 

  
   
  

Net
    operating loss carryforward 
$341,045  
$288,725 

Total
    deferred tax asset 
 341,045  
 288,725 

Less:
    Valuation allowance 
 (341,045) 
 (288,725)

Net
    deferred tax asset 
$-  
$- 

 
Valuation
allowance for deferred tax asset as of March 31, 2024 and March 31, 2023 was $341,045 and $288,725, respectively. In assessing the recovery
of the deferred tax asset, management considers whether it is more likely than not that some or all of the deferred tax asset will not
be realized. The realization of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible. Management considers scheduled reversals of future deferred tax assets, projected future
taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not
that our deferred tax asset will not be realized and recorded a 100% valuation allowance for the period.
 
Reconciliation
between statutory rate and the effective tax rate for the twelve-month periods ending March 31, 2024 and March 31, 2023:
 
SCHEDULE
OF RECONCILIATION BETWEEN STATUTORY RATE AND EFFECTIVE TAX RATE


 
 
 
 
 
 
 
 
 

Federal
    statutory rate
 
 
(21.0
)%
 
 
(21.0
)%

State
    taxes, net of federal benefit
 
 
(0.00
)%
 
 
(0.00
)%

Change
    in valuation allowance
 
 
21.0
%
 
 
21.0
%

Effective
    tax rate
 
 
0.0
%
 
 
0.0
%

 
On
December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range
of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with the
majority of tax provision effective after December 31, 2017.
 
The
Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized
tax benefits. The federal income tax returns of the Company are subject to examination by the IRS generally for three years after filing
with the service.
 
NOTE
7-SHARE CAPITAL
 
The
Company is authorized to issue 90,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred
stock.
 

F-12
 


 
GPODS,
INC.
NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2024
 
NOTE
7-SHARE CAPITAL (CONTINUED)
 
Common
stock
 
On
March 27, 2017, the Company issued to its founder, 6,000,000 shares of its $0.001 par value common stock at a price of $0.001 per share
for services provided. On April 20, 2017, the Company issued to its founder 4,000,000 shares of its $0.001 par value common stock at
a price of $0.002 per share for certain intangible assets.
 
On
October 4, 2018 the Company received a notice of effectiveness for our registration statement filed on Form S-1. The Company received
total investment of $75,000 at a price of $0.01 per share. A total of 7,500,000 shares of common stock were issued to 61 investors who
had participated in the direct public offering.
 
Deferred
offering costs consisted primarily of accounting fees, legal fees and other fees incurred through the balance sheet date that are directly
related to the direct public offering. Deferred offering costs were offset against the net proceeds of our direct public offering upon
its completion. On November 13, 2018 deferred offering costs of $35,259 was credited towards additional paid in capital.
 
Holders
of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of
common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election
of directors can elect all of the directors. Holders of the Company’s common stock representing a majority of the voting power
of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute
a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to
effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.
 
Holders
of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from
legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate
pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference
over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to the Company’s common stock.
 
During
September 2022, the Company began an exempt private placement offering (the “2022 Stock Offering”) of its common stock at
a price of $0.10 per share. Total capital raise for the 2022 Stock Offering is $750,000. The 2022 Stock Offering the Company may include
the settlement of accounts payable, vendor accounts as well as the settlement of related party amounts due on loans and accrued expense.
During the twelve-month period ended March 31, 2023 the Company issued 70,500 shares of its common stock for $7,050 in proceeds. During
the twelve-month period ended March 31, 2024 the Company issued 0 shares of its common stock for $0 in proceeds.
 
Repurchase
of common stock. During the twelve-month period ended March 31, 2020, the Company in connection with its failure to list on the exchange
available to it at time made an offer to several of its shareholders to purchase their shares for the same price that they paid for their
shares. The Company received executed agreements from 45 of the investors to purchase their shares for a total of $13,000 enabling the
Company to immediately retire 1,300,000 shares of its common stock.
 
At
March 31, 2024 and March 31, 2023, there were 16,270,500 and 16,270,500 shares of common stock issued and outstanding, respectively.
 
NOTE
8-SUBSEQUENT EVENTS
 
The
Company evaluated all events that occurred after the balance sheet date of March 31, 2024 through the date the financial statements were
issued, April 24, 2024. The Company determined that it had the following reportable events.
 


●
During
    the month of April 2024, the Company received an additional loan of $1,000 from a lender with the Company.

 

F-13
 


 
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
We
have had no disagreements with accountants on accounting and financial disclosure.
 
ITEM
9A. CONTROLS AND PROCEDURES
 
Evaluation
of Disclosure Controls and Procedures
 
The
Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s
Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management,
including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure
based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure
controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control
objectives. In designing periods specified in the SEC’s rules and forms, and that such information is accumulated and evaluating
the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officer, its
Principal Executive Officer, its Principal Financial Officer and Principal Accounting Officer, has concluded that the Company’s
disclosure controls and procedures are effective in reaching that level of assurance.
 
Our
Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report.
Based on the evaluation, he concluded that our disclosure controls and procedures are effective in timely alerting them to material information
relating to us required to be included in our periodic SEC filings. The Company hired a financial expert with the experience necessary
in creating and managing internal control systems as well as to continue to improve the effectiveness of our internal controls and financial
disclosure controls.
 
Limitations
on the Effectiveness of Controls
 
Management
has confidence in its internal controls and procedures. The Company’s management believes that a control system, no matter how
well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal
control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation
in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud,
if any, within the Company have been detected.
 
Management’s
Annual Report on Internal Control over Financial Reporting
 
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of our internal control
over financial reporting based on criteria established in the Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework), (the COSO criteria). Based on this evaluation, management has concluded that
our internal control over financial reporting was effective as of March 31, 2024.
 
This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. As we are a non-accelerated filer, management’s report is not subject to attestation by our registered public accounting
firm.
 
This
Report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the
liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such filing.
 

33
 

 

Changes
in Internal Controls
 
There
were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, 2024
that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
 
Internal
control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to
be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls
are designed to provide reasonable assurance with respect to financial statement preparation and presentation.
 
ITEM
9B. OTHER INFORMATION
 
None.
 
PART
III
 
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Directors
and Executive Officers
 
The
following table and text sets forth the names and ages of all our directors and executive officers and key management personnel as of
April 26, 2024. Our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified,
or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the board of directors
and are elected or appointed to serve until the next board of directors meeting which may follow the annual meeting of stockholders.
Provided is a brief description of the business experience of each director and executive officer and key management personnel during
the past five years and indication of directorships held by (if any) of each director in other companies subject to the reporting requirements
under the Federal Securities Acts.
 


Name
 
Age
 
Position

Robert
    L. Dolan
 
40
 
Chairman,
                                            CEO (Principal Executive Officer)
CFO
    (Principal Financial and Accounting Officer)

 
Robert
L. Dolan, Chairman, CEO, CFO
 
Mr.
Dolan is currently the Company’s sole officer and director in the respective capacities of CEO, CFO and Chairman of the Company’s
board of directors. He has held these positions since March 27, 2017. He is responsible for all duties required of a corporate officer
and the development of the business. From May 2005 through the present, Mr. Dolan has served as a principal with a commercial organic
farm located in Southern California, Fortuna Farms. He was instrumental in starting Fortuna Farms with an extensive background in indoor
organic growing melding with traditional farming. Mr. Dolan regularly attends trade shows, subscribes to industry publications, and visits
local farmers and growers to stay abreast of the newest technologies and the most advanced methods used in the industry. Farming is not
a job for him, it’s a part of his identity, inheritance, and legacy continuously growing his base of knowledge. Mr. Dolan holds
an Associate Degree in Horticulture with an emphasis in hydroponic automation received from California State University, San Marcos.
Mr. Dolan has earned a number of industry awards for his unique designs as well as local recognition for his concepts in hydroponic automation,
use and sustainability.
 
Possible
Potential Conflicts
 
The
OTCBB or OTC Market on which we plan to have our shares of common stock quoted does not currently have any director independence requirements.
 

34
 


 
No
member of management will be required by us to work on a full-time basis. Accordingly, certain conflicts of interest may arise between
us and our officer(s) and director(s) in that they may have other business interests in the future to which they devote their attention,
and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of
interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer’s understanding
of his/her fiduciary duties to us.
 
Currently
we have only one officer and one director (both of whom are the same person), and will seek to add additional officer(s) and/or director(s)
as and when the proper personnel are identified and terms of employment are mutually negotiated and agreed, particularly when we have
sufficient capital resources and cash flow to make such offers.
 
In
an effort to resolve potential conflicts of interest, we entered into a written agreement with Mr. Dolan specifying that any business
opportunities that he may become aware of independently or directly through his association with us (as opposed to disclosure to him
of such business opportunities by management or consultants associated with other entities) would be presented by him solely to us.
 
We
cannot provide assurance that our efforts to eliminate the potential impact of conflicts of interest will be effective.
 
Term
of Office
 
Each
director is elected by the Board and serves until his or her successor is elected and qualified, unless he or she resigns or is removed
earlier. Each of our officers is elected by the Board to a term of one (1) year and serves until his or her successor is duly elected
and qualified, or until he or she is earlier removed from office or resigns.
 
Family
Relationships
 
There
are no family relationships between or among any of our directors, executive officers and incoming directors or executive officers.
 
Involvement
in Certain Legal Proceedings
 
No
director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in
Item 401(f) of Regulation S-K in the past 10 years.
 
Committees
of the Board of Directors
 
The
Company does not currently have any committees of the Board of Directors. Concurrent with having sufficient members and resources, the
Board of Directors plans to establish an audit committee and a compensation committee. We believe that a minimum of five directors is
needed to have effective committee systems. The audit committee will review the results and scope of annual audits and other services
provided by independent auditors and will review and evaluate the system of internal controls. The compensation committee will manage
any stock option plan we may establish and review and recommend compensation arrangements for officers. No final determination has yet
been made as to the membership requirements of these committees or when we may have sufficient members to establish such committees.
See “Executive Compensation” hereinafter.
 
All
directors will be reimbursed by GPods for any expenses incurred in attending directors’ meetings provided that GPods has the resources
to pay these fees. GPods will consider applying for officers and directors’ liability insurance at such time that it has the resources
to do so.
 
Code
of Ethics
 
We
adopted a Code of Ethics (the “Code”) that applies to directors, officers and employees, including our chief executive officer
and chief financial officer. A written copy of the Code has been filed with the SEC and is available upon written request to the Company.
 

35
 

 

Nominations
to the Board of Directors
 
Our
directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered
based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social
perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.
 
In
addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly,
we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities
to the Company.
 
Director
Nominations
 
As
of March 31, 2024, we did not make any material changes to the procedures by which our shareholders may recommend nominees to our Board.
 
Employment
Arrangements
 
None
of our officers, directors, or employees are currently party to employment agreements with the Company. The Company has no pension, health,
annuity, bonus, insurance profit sharing or similar benefit plans; however, the Company may adopt such plans in the future. There are
no personal benefits available for directors, officers or employees of the Company.
 
Involvement
in Certain Legal Proceedings
 
Except
as described below, during the past ten years, no present director, executive officer or person nominated to become a director or an
executive officer of the Company:
 


 
1.
had
    a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar
    officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at
    or within two years before the time of such filing, or any corporation or business association of which he was an executive officer
    at or within two years before the time of such filing;

 
2.
was
    convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 
3.
was
    subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining his from or otherwise limiting his involvement in any of the following activities:

 


 
i
acting
    as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction
    merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,
    or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any
    investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice
    in connection with such activity;

 
ii
engaging
    in any type of business practice; or

 
iii
engaging
    in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
    or state securities laws or federal commodities laws; or

 


 
4.
was
    the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of a federal or state authority barring,
    suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph
    (3) (i), above, or to be associated with persons engaged in any such activity; or

 
5.
found
    by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading
    Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended
    or vacated.

 

36
 


 
ITEM
11. EXECUTIVE COMPENSATION
 
General
Philosophy
 
Our
Board is solely responsible for establishing and administering our executive and director compensation plans, if any.
 
Executive
Compensation
 
The
following table shows, for the twelve months ended March 31, 2024 and 2023, compensation awarded or paid to, or earned by, our Chief
Executive Officer and Chief Financial Officer (the “Named Executive Officers”).
 


SUMMARY COMPENSATION TABLE

Name and principal position (a) 
Year (b)  
Salary ($) (c)  
Bonus ($) (d)  
Stock Awards ($) (e)  
Option Awards ($) (f)  
Non-Equity Incentive Plan Compensation ($) (g)  
Nonqualified Deferred Compensation Earnings ($) (h)  
All Other Compensation ($) (i)  
Total ($) (j) 

Robert Dolan CEO, CFO and Director (1) (2) 
 2024  
 60,000(1) 
 -  
 -  
 -  
 -  
 -  
 -  
 60,000 

  
 2023  
 53,500  
 -  
 -  
 -  
 -  
 -  
 -  
 53,500 

 
The
Company had an employment arrangement with Mr. Dolan for services which administratively terminated on February 28, 2019. We initially
entered into this agreement on March 27, 2017. Mr. Dolan’s compensation was not based on any percentage of profits or other financial
calculations. Mr. Dolan as a board member makes all decisions determining the amount and timing of payment for his compensation and,
for the immediate future, Mr. Dolan has elected not to receive payment of compensation which permits us to meet our day-day financial
obligations. Mr. Dolan’s compensation is deferred until at such time that we receive sufficient financing or that we no longer
are a going concern.
 
(1)
Mr. Dolan was previously employed by the Company under an employment agreement that provided for initially a $5,000/month salary
increasing in the second (2nd) year to $5,500/month salary. The Company and Mr. Dolan mutually agreed to defer the payment
of compensation until as such time the Company is able to with sufficient financing and/or it ceases to be a going concern. Mr. Dolan
currently receives an accrued salary of $60,000 per year which is a verbal agreement and understanding with the Company. While the previous
(and now terminated) agreement called for annual increases, Mr. Dolan and the Board of Directors agreed to keep the compensation to $5,000/month
until the Company achieves financing in excess of $750,000.
 
(2)
Mr. Dolan upon inception (March 27, 2017) received 6,000,000 shares of common stock of the Company in exchange for services valued
at $6,000. The Company does not intend to issue any additional shares to Mr. Dolan for his services as an officer or as a director despite
our mutual agreement to continue the deferral of payment for his services.
 
Grants
of Plan-Based Awards Table
 
None
of our named executive officers received any grants of stock, option awards or other plan-based awards during the year ended March 31,
2024. The Company had no activity with respect to any types of these awards.
 
Options
Exercised and Stock Vested Table
 
None
of our named executive officers exercised any stock options, and no restricted stock units, if any, held by our named executive officers
vested during the year ended March 31, 2024. The Company had no activity with respect to any types of these awards.
 
Outstanding
Equity Awards at Fiscal Year-End Table
 
None
of our named executive officers had any outstanding stock or option awards as of March 31, 2024 that would be compensatory to the officer.
The Company has not issued any awards to its named executive officers. The Company and its board of directors may grant awards as it
sees fit to its employees as well as to key consultants (of which there are none).
 

37
 

 

Potential
Payments upon Termination or Change-in-Control
 
SEC
regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits
to our executive officers in connection with any termination of employment or change in control of the company. We currently have no
employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation,
retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s
responsibilities following a change-in-control. As a result, we have omitted this table.
 
Compensation
of Directors
 
We
have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings
attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated
with corporate matters are reimbursed by us, if and when incurred.
 
The
following table sets forth compensation paid to our non-executive (and executive) directors for the fiscal year ended March 31, 2024.
 


Name 
Fees Earned or Paid in Cash  
Stock Awards  
Option Awards  
Non-Equity Incentive Plan Compensation  
Nonqualified Deferred Compensation Earnings  
All Other Compensation  
Total 

Robert Dolan(1) 
$-  
$-  
$-  
$-  
$-  
$-  
$- 

 
(1)
Mr. Dolan provides his services as a director to the Company for no compensation or expense.
 
Pension
Table
 
None.
 
Retirement
Plans
 
We
do not offer any annuity, pension, or retirement benefits to be paid to any of our officers, directors, or employees in the event of
retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result
from the resignation, retirement, or any other termination of employment with our company, or from a change in the control of our Company.
 
Compensation
Committee
 
We
do not have a separate compensation committee. Instead, our Board reviews and approves executive compensation policies and practices,
reviews salaries and bonuses for other officers, administers our stock option plans and other benefit plans, if any, and considers other
matters that may be brought forth to it.
 
Risk
Management Considerations
 
We
believe that our compensation policies and practices for our employees, including our executive officers, do not create risks that are
reasonably likely to have a material adverse effect on our Company.
 
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
Long-Term
Incentive Plans and Awards
 
We
do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants
or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any
employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreement s have been
granted or entered into or exercised by our officer or director or employees or consultants since we were founded.
 

38
 


 
Grants
of Plan-Based Awards Table
 
None
of our named executive officers received any grants of stock, option awards or other plan-based awards during the fiscal period ended
March 31, 2024. The Company has no activity with respect to any types of these awards.
 
Options
Exercised and Stock Vested Table
 
None
of our named executive officers exercised any stock options, and no restricted stock units if any, held by our named executive officers
vested during the fiscal period ended March 31, 2024. The Company has no activity with respect to any types of these awards.
 
Outstanding
Equity Awards at Fiscal Year-End Table
 
None
of our named executive officers had any outstanding stock or option awards as of March 31, 2024. The Company has not issued any awards
to its named executive officers. The Company and its board may grant awards as it sees fit to its employees as well as key consultants
and other outside professionals.
 
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
As
of April 26, 2024 we had 16,270,500 shares of common stock outstanding which are held by 30 shareholders of record. The chart below sets
forth the ownership, or claimed ownership, of certain individuals and entities. This chart discloses those persons known by the board
of directors to have, or claim to have, beneficial ownership of more than 5% of the outstanding shares of our common stock as of April 26, 2024; of all directors and executive officers of GPods, Inc.; and of our directors and officers as a group.
 


Title
    of Class 
Name
    and Address of Beneficial Owner of Shares(1)  
Amount
                                            of Beneficial Ownership(2)  
Percent of
                                            Class 

Common 
 Robert
                                            Dolan (3)  
 10,000,000  
 61.46%

  
 All
                                            Directors and Officers as a group (1 person)  
 10,000,000  
 61.46%

 


 
(1)
The
    address for purposes of this table is 1035 East Vista Way, Vista, California 92084.

 
 
 

 
(2)
Unless
    otherwise indicated, we believe all persons named in the table have sole voting and investment power with respect to all shares of
    the common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by
    such person within 60 days from the date indicated above upon the exercise of options, warrants or convertible securities. Each beneficial
    owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by such
    person (but not those held by any other person) and which are exercisable within 60 days of the date indicated above, have been exercised.

 
 
 

 
(3)
Upon
    inception Mr. Dolan received 6,000,000 shares for services and 4,000,000 shares for selling certain intangible and tangible assets
    to the Company on April 20, 2017, including a comprehensive business and operating plan, grow-pod unit development costs, computing
    and other equipment which represented the initial basis for our business.

 
Securities
Authorized for Issuance under Equity Compensation Plans
 
None.
 
Non-Cumulative
Voting
 
The
holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such an event, the
holders of the remaining shares will not be able to elect any of our directors.
 

39
 

 

Introduction
 
We
were incorporated under the laws of the State of Nevada on March 27, 2017. GPods, Inc. is authorized to issue 90,000,000 shares of common
stock and 10,000,000 shares of preferred stock.
 
Preferred
Stock
 
Our
Articles of Incorporation authorize the issuance of 10,000,000 shares of preferred stock with designations, rights and preferences determined
from time to time by our board of directors. No shares of preferred stock have been designated, issued or are outstanding. Accordingly,
our board of directors is empowered, without stockholder approval, to issue up to 10,000,000 shares of preferred stock with voting, liquidation,
conversion, and other rights that could adversely affect the rights of the holders of the common stock. Although we have no present intention
to issue any shares of preferred stock, there can be no assurance that we will not do so in the future.
 
Among
other rights, our board of directors may determine, without further vote or action by our stockholders:
 


 
●
The
    number of shares and the designation of the series;

 
●
Whether
    to pay dividends on the series and, if so, the dividend rate, the dividend payment date, whether dividends will be cumulative and,
    if so, from which date or dates, and the relative rights of priority of payment of dividends on shares of the series;

 
●
Whether
    the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of the voting rights;

 
●
Whether
    the series will be convertible into or exchangeable for shares of any other class or series of stock and, if so, the terms and conditions
    of conversion or exchange;

 
●
Whether
    or not the shares of the series will be redeemable and, if so, the dates, terms and conditions of redemption and whether there will
    be a sinking fund for the redemption of that series and, if so, the terms and amount of the sinking fund; and

 
●
The
    rights of the shares of series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the relative
    rights or priority, if any, of payment of shares of the series.

 
We
presently do not have plans to issue any shares of preferred stock. However, preferred stock could be used to dilute a potential hostile
acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making
it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control in our Company or
an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to, and
assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting
rights, of the holders of our common stock.
 
Common
Stock
 
Our
Articles of Incorporation authorize the issuance of 90,000,000 shares of common stock. There were 16,270,500 shares of our common stock
issued and outstanding as of March 31, 2024 held by twenty-nine shareholders of record:
 


 
●
Have
    equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of
    directors;

 
●
Are
    entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution
    or winding up of our affairs;

 
●
Do
    not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and

 
●
Are
    entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders.

 

40
 

 

Authorized
but Un-issued Capital Stock
 
Nevada
law does not require stockholder approval for any issuance of authorized shares. These shares may be used for a variety of corporate
purposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.
 
One
of the effects of un-issued and unreserved common stock (and/or preferred stock) may be to enable our board of directors to issue shares
to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our
board by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly
deprive stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.
 
Shareholder
Matters
 
As
an issuer of “penny stock”, the protection provided by the federal securities laws relating to forward looking statements
does not apply to us; our shares will probably be considered penny stocks for the foreseeable future. Although the federal securities
laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws,
this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection
in the event of any claim that the material provided by us, including this Report, contained a material misstatement of fact or was misleading
in any material respect because of our failure to include any statements necessary to make the statements not misleading.
 
As
a Nevada corporation, we are subject to the Nevada Revised Statutes (“NRS” or “Nevada law”). Certain provisions
of Nevada law described below create rights that might be deemed material to our shareholders. Some provisions might delay or make more
difficult acquisitions of our stock or changes in our control or might also have the effect of preventing changes in our management or
might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.
 
Directors’
Duties. Section 78.138 of the Nevada law allows our directors and officers, in exercising their powers to further our interests,
to consider the interests of our employees, suppliers, creditors and customers. They can also consider: (a) the economy of the state
and the nation; (b) the interests of the community and of society; and (c) our long-term and short-term interests and that of our shareholders,
including the possibility that these interests may be best served by our continued independence. Our directors may resist a change or
potential change in control if they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not
in our best interest. Our board of directors may consider these interests or have reasonable grounds to believe that, within a reasonable
time, any debt which might be created as a result of the change in control would cause our assets to be less than our liabilities, render
us insolvent, or cause us to file for bankruptcy protection.
 
Dissenters’
Rights. Among the rights granted under Nevada law which might be considered material is the right for shareholders to dissent from
certain corporate actions and obtain payment for their shares (see NRS 92A.380-390). This right is subject to exceptions, summarized
below, and arises in the event of mergers, plans of conversion, or plans of exchange. This right normally applies if shareholder approval
of the corporate action is required either by Nevada law or by the terms of a company’s articles of incorporation.
 
A
shareholder does not have the right to dissent with respect to any plan of merger or exchange, if the shares held by the shareholder
are part of a class of shares which are:
 


 
●
Listed
    on a national securities exchange;

 
●
Issued
    by an open-end management investment company registered with the SEC and which may be redeemed at the option of the shareholder at
    net asset value; or

 
●
Traded
    in an organized market and has at least 2,000 holders and a market value of at least $20,000,000, exclusive of the value of shares
    held by the company’s senior executives, directors, and beneficial stockholders owning more than 10% of such shares.

 
This
exception notwithstanding, a shareholder will still have a right of dissent if it is provided for in the articles of incorporation, if
the board of directors resolution approving the plan of merger or exchange provides otherwise, or if the shareholders are required under
the plan of merger or exchange to accept anything but cash or owner’s interests, or a combination of the two, in the surviving
or acquiring entity, or in any other entity falling in any of the three categories described above in this paragraph.
 

41
 


 
Inspection
Rights. Nevada law specifies that shareholders have the right to inspect company records (see NRS 78.105). This right extends to
any person who has been a shareholder of record for at least six months immediately preceding his or her demand to inspect. It also extends
to any person holding, or authorized in writing by the holders of, at least 5% of outstanding shares. Shareholders having this right
are to be granted inspection rights upon five days’ written notice. The records covered by this right include official copies of:
 


 
i.
The
    articles of incorporation and all amendments thereto;

 
ii.
Bylaws
    and all amendments thereto; and

 
iii.
A
    stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are
    stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them, respectively.

 
Control
Share Acquisitions. Sections 78.378 to 78.3793 of Nevada law contain provisions that may prevent a person acquiring a controlling
interest in a Nevada-registered company from exercising voting rights. To the extent that these rights support the voting power of minority
shareholders, these rights may be deemed material. These provisions will be applicable to us as soon as we have 200 shareholders of record
with at least 100 of these shareholders having addresses in Nevada as reflected on our stock ledger. While we do not yet have the required
number of shareholders in Nevada or elsewhere, it is possible that at some future point we will reach these numbers and, accordingly,
these provisions will become applicable. We do not intend to notify shareholders when we have reached the number of shareholders specified
under these provisions of Nevada law. Shareholders can learn this information pursuant to the inspection rights described above and can
see the approximate number of our shareholders by checking under Item 5 of our annual report on Form 10-K. This form is filed with the
SEC within 90 days after the close of each fiscal year hereafter. You can view these and our other filings at www.sec.gov in the “EDGAR”
database.
 
Under
NRS Sections 78.378 to 78.3793, an acquiring person who acquires a controlling interest in a company may not obtain voting rights on
any of these shares unless these voting rights are granted by a majority vote of our disinterested shareholders at a special shareholders’
meeting held upon the request and at the expense of the acquiring person. If the acquiring person’s shares are accorded full voting
rights and the acquiring person acquires control shares with a majority or more of all the voting power, any shareholder, other than
the acquiring person, who does not vote for authorizing voting rights for the control shares, is entitled to exercise dissenting rights
and demand payment for the fair value of their shares, and we must comply with the demand. An “acquiring person” means any
person who, individually or acting with others, acquires or offers to acquire, directly or indirectly, a controlling interest in our
shares. “Controlling interest” means the ownership of our outstanding voting shares sufficient to enable the acquiring person,
individually or acting with others, directly or indirectly, to exercise one-fifth or more but less than one-third, one-third or more
but less than a majority, or a majority or more of all the voting power of the company in the election of our directors. Voting rights
must be given by a majority of our disinterested shareholders as each threshold is reached or exceeded. “Control shares”
means the company’s outstanding voting shares that an acquiring person: (a) acquires or offers to acquire in an acquisition; and
(b) acquires within 90 days immediately preceding the date when the acquiring person becomes an acquiring person.
 
These
Nevada statutes do not apply if a company’s articles of incorporation or bylaws in effect on the tenth day following the acquisition
of a controlling interest by an acquiring person provide that these provisions do not apply to the company or to an acquisition of a
controlling interest.
 
According
to NRS 78.378, the provisions referred to above do not restrict our directors from taking action to protect the interests of our Company
and its shareholders, including but not limited to, adopting or executing plans, arrangements or instruments that grant or deny rights,
privileges, power or authority to a holder of a specified number of shares or percentage of share ownership or voting power. Likewise,
these provisions do not prevent directors or shareholders from imposing stricter requirements in our Articles of Incorporation, bylaws,
or a board resolution relating to the acquisition of a controlling interest in the Company.
 
Our
Articles of Incorporation and bylaws do not exclude us from the restrictions imposed by NRS 78.378 to 78.3793, nor do they impose any
more stringent requirements.
 

42
 


 
Certain
Business Combinations. Sections 78.411 to 78.444 of the Nevada law may restrict our ability to engage in a wide variety of transactions
with an “interested shareholder.” As was discussed above in connection with NRS 78.378 to 78.3793, these provisions could
be considered material to our shareholders, particularly to minority shareholders. They might also have the effect of delaying or making
more difficult acquisitions of our stock or changes in our control. These sections of NRS are applicable to any Nevada company with 200
or more stockholders of record and that has a class of securities registered under Section 12 of the 1934 Securities Exchange Act, unless
the company’s articles of incorporation provide otherwise.
 
These
provisions of Nevada law prohibit us from engaging in any “combination” with an interested stockholder for two years after
the date the interested stockholder acquired the shares that cause him/her to become an interested shareholder, unless the combination
meets all the requirements of our Articles of Incorporation; and the combination was either approved (1) by our board of directors before
the person became an interested shareholder; or (2) by the board of directors and disinterested shareholders representing at least 60%
of the Company’s voting power. The term “combination” is described in NRS 78.416 and includes, among other things,
mergers, sales or purchases of assets, and issuances or reclassifications of securities. If the combination did not have prior approval,
the interested shareholder may proceed after the two-year period only if the shareholder receives approval from a majority of our disinterested
shareholders or the combination meets the requirements for adequate consideration that are specified in NRS 78.441-42. For the above
provisions, “resident domestic-corporation” means a Nevada corporation that has 200 or more shareholders of record. An “interested
stockholder” is defined in NRS 78.423 as someone who is either:
 


 
●
The
    beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding voting shares; or

 
●
Our
    affiliate or associate and who within two years immediately before the date in question, was the beneficial owner, directly or indirectly,
    of 10% or more of the voting power of our outstanding shares at that time.

 
Transfer
Agent
 
Our
transfer agent is Securities Transfer Corporation, 2901 Dallas Parkway, Suite 380, Plano, TX 75093. Its telephone number is 469-633-0101.
 
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 
The
following information summarizes transactions we have either engaged in for the past two fiscal years or propose to engage in, involving
our executive officers, directors, more than 5% stockholders, or immediate family members of these persons. These transactions were negotiated
between related parties and may be determined to have been without “arm’s length” bargaining and, as a result, the
terms of these transactions may be different than transactions negotiated between unrelated parties or persons.
 
Other
than as set forth below, we were not a party to any transactions or series of similar transactions that have occurred during fiscal 2024
in which:
 


 
●
The
    amounts involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed
    fiscal years ($1,020); and

 
●
A
    director, executive officer, holder of more than 5% of our common stock or any member of their immediate family had or will have
    a direct or indirect material interest.

 
Our
office and mailing address is 1035 East Vista Way, Vista, California 92084. This space is currently used by us and other businesses that
Mr. Dolan operates. There is no written lease agreement and we operate under a month-month verbal agreement to use this facility with
Mr. Dolan.
 
We
recorded compensation expense of $60,000 to Mr. Dolan for the year ending March 31, 2024. We borrowed approximately $5,400 from Mr. Dolan
to pay for costs that were incurred with regards to the development of the Proto-Pod system, which we capitalized those costs for the
year ending March 31, 2024. Other related party disclosure within our footnotes to the financial statements are not required here in
this section due to the party’s ownership percentages not equaling or exceeding the 5% ownership requirement, at the end of the
year or during the year in question. Related party disclosure within our footnotes was at the request and direction of our independent
public accounting firm and most parties did not exceed more than 1.5% in equity ownership.
 

43
 

 

Review,
Approval or Ratification of Transactions with Related Persons
 
Although
we adopted a Code of Ethics, we still rely on our Board to review related party transactions on an ongoing basis to prevent conflicts
of interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of
such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is
not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will
determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction
is consistent with the best interests of the Company.
 
Director
Independence
 
For
purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCQB as maintained
by OTCMarkets Group, Inc. does not have director independence requirements. The NASDAQ definition of “Independent Officer”
means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the
opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director. According to the NASDAQ definition, Mr. Dolan is not an independent director because Mr. Dolan currently serves as an
officer of the Company.
 
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
The
following table presents the fees for professional audit services rendered by Michael Gillespie & Associates, PLLC, a professional
limited liability company (“MGA”) for the audit of the Company’s annual financial statements for the fiscal years ended
March 31, 2024 and March 31, 2023 and fees billed for other services rendered by MGA during those periods, of which there were none.
All services reflected in the following fee table were pre-approved, respectively, in accordance with the policy of the Board.
 


  
March
                                            31, 2024  
March
                                            31, 2023 

Audit
    fees (1) 
$29,250  
$18,000 

Audit-related
    fees 
 -  
 - 

Tax
    fees 
 -  
 - 

All
    other fees 
 -  
 - 

Total
    Fees 
$29,250  
$18,000 

 
Notes:
 


 
(1)
Audit
    fees consist of audit and review services, consent and review of documents filed with the SEC of which there were none. For fiscal
    years ended March 31, 2024 and March 31, 2023, respectively.

 
In
its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent
auditors. The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent
auditors for the fiscal year. With respect to other permitted services, the Board pre-approves specific engagements, projects and categories
of services on a fiscal year basis, subject to individual project and annual maximums.
 

44
 

 

PART
IV
 
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
The
following documents are filed as part of this Annual Report on Form 10-K
 


 
(a)
Financial
    Statements

 



 
 
Page

 
Report of Independent Registered Public Accounting Firm
F-1

 
Financial Statements for the years ended March 31, 2024 and March 31, 2023 Balance Sheets
F-2

 
Statements of Operations
F-3

 
Statement of Stockholders’ Equity (Deficit)
F-4

 
Statements of Cash Flows
F-5

 
Notes to the Financial Statements
F-6

 


 
(b)
Exhibits

 


 
No.
 
Description

 
3.1
 
Articles of Incorporation *

 
3.2
 
By-Laws *

 
14.1
 
Code of Ethics *

 
31.1
 
Certification of Chief Executive Officer

 
31.2
 
Certification of Chief Financial Officer

 
32.1
 
Certifications of Chief Executive Officer

 
32.2
 
Certifications of Chief Financial Officer

 
101.INS
 
Inline
    XBRL Instance Document#

 
101.SCH
 
Inline
    XBRL Taxonomy Extension Schema#

 
101.CAL
 
Inline
    XBRL Taxonomy Extension Calculation Linkbase#

 
101.DEF
 
Inline
    XBRL Taxonomy Extension Definition Linkbase#

 
101.LAB
 
Inline
    XBRL Taxonomy Extension Labels Linkbase#

 
101.PRE
 
Inline
    XBRL Taxonomy Extension Presentation Linkbase#

 
104.
 
Cover
    Page Interactive Data File (Embedded within the Inline XBRL document)

 
*
- Previously filed with our Form S-1 registration statement submitted to the Commission on August 2, 2018.
 
#
The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing
or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in
such filing or document.
 

45
 

 

SIGNATURES
 
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 


 
GPODS,
    INC.

 
(Registrant)

 
 
 

Date:
    April 26, 2024
 
 

 
By:
/s/
    Robert Dolan

 
 
Robert
    Dolan

 
 
President,
                                            CEO, Principal Executive Officer,
Treasurer,
    Chairman, CFO (Principal Financial
Officer
    and Principal Accounting Officer)

 
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 


 
Signatures
 
Title(s)
 
Date

 
 
 
 
 
 

 
/s/
    Robert Dolan
 
Director
    and President, CEO, Principal Executive Officer,
 
April 26, 2024

 
Robert
    Dolan
 
Treasurer,
                                            Chairman, CFO (Principal Financial
Officer
    and Principal Accounting Officer)
 
 

 

46




